SPGX Sustainable Projects Group Inc (PK)

 

 

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 6, 2023

 

Sustainable Projects group Inc.

(Exact name of registrant as specified in its charter)

 

Nevada		000-54875		81-5445107
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

Tankedraget 7, Aalborg		DK-9000
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code 305-814-2915

 

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: 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 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 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

 

On December 6, 2023, the Board of Directors (the “Board”) of Sustainable Projects Group Inc. (the “Company”), after discussion with management, concluded that the annual financial statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”) and the interim financial statements contained in the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023 and June 30, 2023 should no longer be relied upon for the reasons summarized below.

 

The Company is restating such annual and interim financial statements to correct for the impairment of goodwill related to intellectual property as well as write-downs of inventory related to its YER Brands subsidiary as of December 31, 2022 and 2021, March 31, 2023 and June 30, 2023, and for the years ended December 31, 2022 and 2021, the three months ended March 31, 2023 and the three and six months ended June 30, 2023.

 

Additionally, the Company has reviewed its accounting treatment for the reverse acquisition of Lithium Harvest ApS (“Lithium Harvest”). The Form 10-K included the reverse acquisition of Lithium Harvest as if the acquisition had occurred on January 1, 2021. Management has determined that under the change of accounting treatment of the reverse acquisition, the Company’s financial statements as of December 31, 2022, March 31, 2023 and June 30, 2023, and for the year ended December 31, 2022, the three months ended March 31, 2023 and the three and six months ended June 30, 2023, should reflect the Company on a standalone basis.

 

Finally, the annual financial statements included in the Form 10-K will be reaudited by Centurion ZD CPA & Co., the Company’s new independent registered public accounting firm. The Company’s prior auditor, K.R. Margetson Ltd., is no longer registered with the Public Company Accounting Oversight Board, as previously disclosed in the Company’s Current Report on Form 8-K filed on October 24, 2023.

 

The Board and Company management have discussed the matters disclosed in this Current Report on Form 8-K with the Company’s independent registered public accounting firm, Centurion ZD CPA & Co.

 

 

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.

 

		SUSTAINABLE PROJECTS GROUP INC.
Date:	December 11, 2023	By:	/s/ Sune Mathiesen
			Sune Mathiesen
			Chairman, President and Chief Executive Officer

 

v3.23.3

Cover	Dec. 06, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 06, 2023
Entity File Number	000-54875
Entity Registrant Name	Sustainable Projects group Inc.
Entity Central Index Key	0001500305
Entity Tax Identification Number	81-5445107
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	Tankedraget 7
Entity Address, City or Town	Aalborg
Entity Address, Postal Zip Code	DK-9000
City Area Code	305
Local Phone Number	814-2915
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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