Form 8-K - Current report

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) June 28, 2023

PACIFIC GREEN TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

Delaware		000-54756		n/a
(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 7.01 Regulation FD Disclosure.

On June 28, 2023 Pacific Green issued a news release regarding completion of the sale of Pacific Green Battery Energy Parks 1 Limited (“PGBEP1”) as previously announced on June 13, 2023.

Item 9.01 Financial Statements and Exhibits

99.1		News Release dated June 28, 2023.
104		Cover Page Interactive Data File (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.

PACIFIC GREEN TECHNOLOGIES INC.

/s/ Scott Poulter
Scott Poulter
Chief Executive Officer and Director
Date:	June 28, 2023

Exhibit 99.1

PACIFIC GREEN COMPLETES TRANSACTION TO SELL ITS 99MW
RICHBOROUGH ENERGY PARK BATTERY DEVELOPMENT FOR £74 MILLION
(US$93 MILLION)

DOVER, DE / ACCESSWIRE / June 28, 2023 / Pacific Green Technologies, Inc. (“Pacific Green”), (OTCQB: PGTK) announces that it has completed the sale of 100% of the shares in Pacific Green Battery Energy Parks 1 Limited (“PGBEP1”) to Sosteneo Fund 1 HoldCo S.à.r.l, an energy transition focused fund for £74 million (US$93 million).

PGBEP1 is the holding company for 100% subsidiary, Richborough Energy Park Limited, Pacific Green’s 99MW battery energy storage system (“BESS”) at Richborough Energy Park (“REP”) which begins operations later this summer.

Scott Poulter, Pacific Green’s CEO, commented: “The sale of Richborough Energy Park creates the platform for Pacific Green to now scale its Battery Park division internationally. This is a very exciting time for the business and we are proud to be part of the drive to net-zero.”

Pacific Green were advised by JLL Energy and Infrastructure and Gowling WLG.

About Pacific Green Technologies, Inc.:

Pacific Green is focused on addressing the world’s need for cleaner and more sustainable energy. The Company offers Battery Energy Storage Systems and Concentrated Solar Power (CSP) to complement its marine environmental technologies and emissions control divisions. Pacific Green has offices in the USA, Canada, United Kingdom, Australia, Saudi Arabia and China.

For more information, visit Pacific Green’s website:
www.pacificgreentechnologies.com

About Sosteneo Energy Transition Fund:

Sosteneo Energy Transition Fund is a Luxembourg Sca Sicav-Raif collective investment vehicle managed by Generali Investments Luxembourg S.A.

Generali Investments Luxembourg S.A, is a Luxembourg based Management Company that sets up and operates a wide range of investment fund structures on behalf of Generali Group asset management companies and third-party clients.

Pacific Green Technologies, Inc. 8 The Green, Suite #10212, Dover, DE 19901, USA

Notice Regarding Forward-Looking Statements:

This news release contains “forward-looking statements,” as that term is defined in Section 27A of the United States Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements in this news release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future. Such forward-looking statements include, among other things, the continued development of Richborough Energy Park, any potential business developments and future interest in the Company’s battery, solar and emissions control technologies.

Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the continuation of the development of Richborough Energy Park, general economic and political conditions, and the ongoing impact of the COVID-19 pandemic. These forward-looking statements are made as of the date of this news release, and the Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although the Company believes that the beliefs, plans, expectations and intentions contained in this news release are reasonable, there can be no assurance that such beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all the information set forth herein and should also refer to the risk factors disclosure outlined in the Company’s annual report on Form 10-K for the most recent fiscal year, the Company’s quarterly reports on Form 10-Q and other periodic reports filed from time-to-time with the Securities and Exchange Commission.

Contact:

Scott Poulter, Chairman & CEO
Pacific Green Technologies, Inc.
T: +1 (302) 601-4659

SOURCE: Pacific Green Technologies, Inc.

Pacific Green Technologies, Inc. 8 The Green, Suite #10212, Dover, DE 19901, USA

Cover	Jun. 28, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 28, 2023
Entity File Number	000-54756
Entity Registrant Name	PACIFIC GREEN TECHNOLOGIES INC.
Entity Central Index Key	0001553404
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	Suite 10212
Entity Address, Address Line Two	8 The Green
Entity Address, City or Town	Dover
Entity Address, Country	DE
Entity Address, Postal Zip Code	19901
City Area Code	302
Local Phone Number	601-4659
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares
Trading Symbol	PGTK
Security Exchange Name	NONE
Entity Emerging Growth Company	false