---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-23-005060"
form_type: "8-K"
ticker: null
cik: "0001500305"
company_name: "Sustainable Projects Group Inc."
filed_at: "2023-02-15T23:59:59+00:00"
generated_at: "2026-06-19T11:10:21.643303+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Sustainable Projects Group acquires Lithium Harvest in reverse merger; becomes lithium extraction company

## Summary
- Acquired all Lithium Harvest shares for 206,667,233 shares of SPG common stock; Lithium Harvest shareholders hold ~72% post-closing.
- Transaction treated as reverse merger; Lithium Harvest is accounting acquirer; SPG shell status changes.
- Sune Mathiesen appointed CEO, Stefan Muehlbauer CFO, Paw Juul CTO; new two-member board.
- New business: lithium extraction from oilfield wastewater; first 1,000-mt LCE facility in Texas in 2023, production in H1 2024; targeting 6,000 mt by 2026.
- Kestrel Flight Fund holds ~25% of combined company via convertible loan prior to transaction.

## SEC filing metadata
- accession: 0001493152-23-005060
- form_type: 8-K
- cik: 0001500305
- company_name: Sustainable Projects Group Inc.
- filed_at: 2023-02-15T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.01, 2.01, 3.02, 5.01, 5.02, 5.06, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1500305/000149315223005060/0001493152-23-005060-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1500305/000149315223005060/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-23-005060
- JSON: https://secwatch.observer/filing/0001493152-23-005060.json
- Plain text: https://secwatch.observer/filing/0001493152-23-005060.txt

## Key facts
- Governance Changes
  Sustainable Projects Group Inc.: Company ceased to be a shell company as a result of an exchange transaction.
  - Change: shell status
  source text: As a result of the Exchange Transaction, the Company ceased to be a shell company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1500305/000149315223005060/0001493152-23-005060-index.htm
- M&A Transactions
  Sustainable Projects Group Inc. completed an acquisition involving Lithium Harvest ApS for 206,667,233 shares of the Company’s common stock (closed 2023-02-14).
  - Action: acquisition
  - Counterparty: Lithium Harvest ApS
  - Consideration: 206,667,233 shares of the Company’s common stock
  - Closing: 2023-02-14
  source text: the Company acquired all of the outstanding shares of capital stock of Lithium Harvest in exchange for issuing to the Shareholders 206,667,233 shares of the Company’s common stock (the “Exchange Transaction”). The Exchange Transaction closed on February 14, 2023 (the “Closing”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1500305/000149315223005060/0001493152-23-005060-index.htm
- Material Agreements
  Sustainable Projects Group Inc. entered into Securities Exchange Agreement with Lithium Harvest ApS and all of its shareholders (effective 2023-02-14).
  - Action: entry
  - Agreement: merger
  - Counterparty: Lithium Harvest ApS and all of its shareholders
  - Effective: 2023-02-14
  source text: On February 14, 2023, we entered into a Securities Exchange Agreement (the “Agreement”) with Lithium Harvest, and all of the shareholders of Lithium Harvest (the “Shareholders”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1500305/000149315223005060/0001493152-23-005060-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.