EXHIBIT 10.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement
On September 18, 2023, TPT Global Tech, Inc. (“TPT”) entered into a Securities Purchase Agreement (“SPA”) to acquire control of Tekmovil Holdings LLC (“Tekmovil”), a company that helps smartphone and other consumer electronics brands enter, gain, and maintain share in the Latin American and North American market.
OCR Ventures, LLC, Soleil AW Investment and Holdings LLC, LuCob2020, LLC and JMDG Ventures, LLC (“Sellers”) severally (and not jointly) agreed to sell 60% of the outstanding membership interests of Tekmovil in the respective amounts set forth in Exhibit A (“Transferred Interests”) of the SPA for the aggregate purchase price of $40,000,000.
The acquisition for 60% ownership includes two payments totaling $40,000,000. The initial payment (“First Payment”), up to $20,000,000, can be settled either in cash (a minimum of $10,000,000) or through TPT Series E Convertible Preferred Shares at a stated price of $5.00 per share paid by October 31, 2023, unless extended by Tekmovil shareholders. Any remaining balance from the first installment will result in issuing a secured promissory note (“First Payment Note”) for the remaining balance of the First Payment bearing interest at 6% per annum and a maturity date of the earlier of (i) March 31, 2024, and (ii) a filing by TPT of a Form S-1 registration statement.
For the second portion of the purchase price (“Second Payment Note”), TPT can issue a secured convertible promissory note for $20,000,000, bearing interest at 6% per annum and a maturity date of the earlier of (i) March 31, 2024, and (ii) a filing by TPT of an Uplisting Registration Statement in connection with a primary offering of TPT’s securities and listing of TPT’s common stock on NYSE, NASDAQ or other major US stock exchange. In lieu of payment of Second Payment Note in cash, at Sellers’ sole option, the Second Payment Note may be converted into additional shares of TPT Series E Convertible Preferred Stock with a stated price of $5.00 USD per share.
It is understood by TPT and Sellers that the $40,000,000 purchase price for Transferred Interests is based upon an agreed valuation based on EBITDA of $13,000,000 for Tekmovil’s operations. TPT and Sellers further agreed that if, for the twelve (12) month period following Closing, the EBITDA calculation for the Surviving Corporation is less or more than $13,000,000, the aggregate amount of the $40,000,000 paid to Sellers shall be adjusted proportionally downward or upwards, as the case may be, by a maximum of 20% pro rata to the actual EBITDA increase or decrease. In the event the EBITDA calculation is less than $13,000,000, the Sellers shall refund such amount to TPT within 30 days following receipt of notice of the EBITDA calculation. In the event the EBITDA calculation is more than $13,000,000, TPT shall pay such amount to Buyers within 30 days following receipt of notice of the EBITDA calculation.
Furthermore, a provision allocates up to $80 million of funds raised from TPT’s public offering to facilitate the restructuring of Tekmovil’s senior debt through loans encompassing a 5-year term with provisions for expedited repayment to TPT.
TPT’s obligations under the First Payment Note and Second Payment Note shall be subject to a Security and Pledge Agreement, in the form attached to the SPA as Exhibit G, which includes a first priority security interest in TPT’s shares in the Surviving Corporation.
The Closing of the transactions contemplated by the SPA (the “Closing”) shall occur no later than the second business day after the fulfillment or waiver of all conditions set forth in Sections 7 and 8 of the SPA (no later than March 31, 2024). The transaction is subject to the delivery of PCAOB and GAAP compliant audits through the required two years ended prior to date of closure by Tekmovil.
Following the completion of the audit which is also a condition precedent to Closing, then as soon as practicable following the Closing, the parties agree that Tekmovil will be merged with and into an agreed Shell Company which company is defined in the SPA as the Surviving Corporation.
TPT does not have committed financing for the transaction at this time and is seeking equity and debt through its existing Reg A capital raise, debt financing or a proposed public offering.
The Securities Purchase Agreement is attached hereto as Exhibit 10.1.
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Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
See the disclosures under Item 1.01 of this Current Report on Form 8-K, incorporated herein by this reference.
Item 7.01 Regulation FD Disclosure.
Press Release
The information in this Item 7.01 of this Current Report is furnished pursuant to Item 7.01 and shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.
On September 20, 2023, the Company issued a press release entitled “TPT Global Tech Completes SPA to Acquire 60% of Tekmovil with Cell phone Distribution in 16 Latin American Countries”. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Exhibits
The following exhibits are filed with this report on Form 8-K.
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| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| TPT GLOBAL TECH, INC. |
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| By: | /s/ Stephen J. Thomas, III |
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| Stephen J. Thomas, III, |
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| Title: | Chief Executive Officer |
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| Date: September 20, 2023 |
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EXHIBIT 10.1
EXHIBIT 99.1
TPT Global Tech Completes SPA to Acquire 60% of Tekmovil with Cell phone Distribution in 16 Latin American Countries
Revolutionizing the Mobile Content Landscape with VuMe Super App Expansion
San Diego, California (September 20, 2023) - TPT Global Tech, Inc. (“TPT” or “TPT Global Tech”) (OTCBB:TPTW), based in San Diego, CA, announces a Share Purchase Agreement (SPA) completion, acquiring a 60% ownership in Tekmovil Holdings, LLC, (“Tekmovil”) the largest smartphone distribution company in Latin America.
For the twelve months ended June 30, 2023, Tekmovil generated approximately $210 million in revenue with a net loss of approximately $32M (unaudited) largely from its debt burden that is intended to be restructured in conjunction with this transaction.
An important part of this acquisition is the integration of TPT’s VuMe Super App into mobile devices distributed by Tekmovil. Leveraging TPT Global Tech’s technological prowess and tapping into Tekmovil’s extensive distribution network, we believe we are poised to deliver an unrivaled content experience to users across 16 nations in the Americas.
Tekmovil now gains real-time access to the VuMe Super App’s backend dashboard, offering insights into performance metrics, usage statistics, and real-time revenue streams stemming from TV broadcast services and in-app purchases.
The acquisition for 60% ownership includes two payments totaling $40 million. The initial payment, up to $20 million, can be settled either in cash or through TPT Global Tech Series E Preferred Shares, with a minimum of $10 million in cash paid by October 31, 2023, unless extended by Tekmovil shareholders. Any remaining balance from the first installment can assume the form of a promissory note up to $30M USD, payable on or before March 31, 2024, funded from the proceeds of TPT’s planned public offering. The subsequent $20 million payment, at Tekmovil shareholders’ discretion, can be fulfilled in cash or TPT Global Tech Series E Preferred Shares. Furthermore, a provision allocates up to $80 million of funds raised from TPT’s public offering to facilitate the restructuring of Tekmovil’s senior debt through loans encompassing a 5-year term with provisions for expedited repayment to TPT. Finalization of these transactions by March 31, 2024, is subject to adjustment up or down depending on Tekmovil’s EBITDA results from the following twelve months, completion of audits, and other customary closing considerations. Funding for this acquisition is intended to come from existing Reg A capital raise, debt financing, or the proposed public offering. For more information see TPT’s Form 8K filing.
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Stephen J. Thomas III, the CEO of TPT Global Tech, commented, “The acquisition of Tekmovil signifies a critical juncture in the progression of mobile content engagement. We believe it is poised to significantly reinforce our standing in the market. Over the past year, I have consistently emphasized TPT Global Tech’s dedication to providing the essential building blocks for the advancement of TPT. The acquisition of Telmovil underscores our unwavering commitment to our corporate vision and our shareholders, as we persistently endeavor to augment shareholder equity in the years to come.”
Oscar Rojas, CEO at Tekmovil, added, “This acquisition represents a significant milestone in the mobile content landscape. We are excited to join forces with TPT Global Tech and VüMe to create a dynamic and comprehensive mobile content ecosystem across the Americas. The synergies created are remarkable. We believe this partnership promises to revolutionize mobile content distribution across the Americas.”
About TPT Global Tech: www.tptglobaltech.com
TPT Global Tech, Inc. is a technology holding company based in San Diego, California. The Company operates in various sectors including media, telecommunications, Smart City Real Estate Development, and the launch of the first super App, VuMe technology platform.
As a media content delivery hub, TPT Global Tech utilizes its own proprietary global digital media TV and telecommunications infrastructure platform. TPT offers software as a service (SaaS), technology platform as a service (PAAS), and cloud-based unified communication as a service (UCaaS) solutions to businesses worldwide. Their UCaaS services enable businesses of all sizes to access the latest voice, data, media, and collaboration features.
About VuMe: www.vume.live
VuMe LLC, a subsidiary of TPT Global Tech, specializes in mobile app development. The VuMe super app integrates messaging, broadcasting, and social media elements with live streaming and e-commerce functionalities.
About Tekmovil: www.tekmovil.com
Founded by leading executives of the U.S. and Latin telecommunications industry with decades of experience, Tekmovil helps smartphone and other consumer electronics brands enter, gain, and maintain share in the Latin American and North American markets. Tekmovil started operations in Mexico in 2018 and has expanded to 15 other countries and is now the largest smartphone distributor for official channels in Latin America.
For more information about TPT Global Tech and its subsidiaries, please visit www.tptgloabltech.com.
For media or Investment inquiries, please contact:
Rick Eberhardt
Rick@tptglobaltech.com
SOURCE: TPT Global Tech, Inc.
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