Item 2.01 Completion of Acquisition or Disposition of Assets

The disclosures set forth in Item 1.01 are hereby incorporated by reference into this Item 2.01.

The foregoing does not constitute a complete summary of the terms of the transactions contemplated thereby, and reference is made to the disclosures contained in Item 1.01 hereof and the complete text of the Purchase Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K, which are incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant

The disclosures set forth in Item 1.01 are hereby incorporated by reference into this Item 2.03.

In connection with the sale of the assets of the Companies, as described under Item 1.01 of this Current Report on Form 8-K, the Registrant and certain of its subsidiaries (Renovare Companies) entered into an Assumption Agreement dated as of December 30, 2022 pursuant to which the Acquiror assumed all of the obligations and liabilities with respect to the Michaelson Debt. In addition, the Renovare Companies entered into a Guarantee Agreement and also a Security Agreement relating thereto on December 30, 2022.

The foregoing does not constitute a complete summary of the terms of the transactions contemplated thereby, and reference is made to the disclosures contained in Item 1.01 hereof and the complete text of the Assumption Agreement filed as Exhibit 10.2, the Guarantee Agreement filed as Exhibit 10.3 and the Security Agreement files as Exhibit 10.4 to this Current Report on Form 8-K, which are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits

See Exhibit Index below, which is incorporated by reference below.





Exhibit
  No.                                    Description
  10.1       Asset Purchase Agreement, dated as of December 30, 2022, by and among
           TraQiQ, Inc., Renovare Environmental, Inc. and BioHiTech America, LLC
  10.2       Assumption Agreement, dated December 30, 2022, by and among, TraQiQ,
           Inc. and Michaelson Capital Special Purpose Finance Fund II, L.P.
           acknowledged and agreed to by Renovare Environmental, Inc. and certain
           wholly owned subsidiaries
  10.3       Guaranty and Suretyship Agreement, dated December 30, 2022, by and
           among Renovare Environmental, Inc. and certain wholly owned subsidiaries
           and Michaelson Capital Special Finance Funds II, L.P.
  10.4       Amended and Restated Security Agreement, dated December 30, 2022, by
           and among Renovare Environmental, Inc. and certain wholly owned
           subsidiaries and Michaelson Capital Special Finance Funds II, L.P.
  104      Cover Page Interactive Data File (Embedded within the Inline XBRL
           document and included in Exhibit)

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