Globaltech CORP 8-K Filing

Ticker: GLTK · Form: 8-K · Filed: Dec 18, 2025 · CIK: 1938338

Sentiment: neutral

Filing Stats: 1,607 words · 6 min read · ~5 pages · Grade level 13.4 · Accepted 2025-12-18 08:00:40

Key Financial Figures

Filing Documents

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. On December 2, 2025, GlobalTech Corporation (the " Company ", " we " and " us ") filed a Current Report on Form 8-K with the Securities and Exchange Commission (the " December 2, 2025 Form 8-K ") to report the entry on November 25, 2025, into a Share Exchange Agreement (the " Exchange Agreement "), with 123 Investments Limited, a private company registered under the laws of England and Wales (" 123 Investments "), and Stephen Buck and John Patrick Bywater, the shareholders of 123 Investments (the " Shareholders "). 123 Investments, through its subsidiaries, is an independent footwear company based in the United Kingdom, which operates a retail brick and mortar as well as e-commerce stores, and they have developed technology solutions to improve sales on e-commerce platforms which include a buyer's application, and retail and online sales channels. The transactions contemplated by the Exchange Agreement closed on December 15, 2025. The Exchange Agreement is described and discussed in greater in the December 2, 2025 Form 8-K. The information disclosed in Item 3.02 below is incorporated by reference into this Item 2.01 .

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information and disclosures set forth in Item 2.01 above are incorporated by reference into this Item 3.02 in their entirety. Pursuant to the Exchange Agreement, the Shareholders exchanged 51% of the outstanding securities of 123 Investments (the " Exchange " and the " 123 Investments Stock ") with the Company in consideration for the following, issuable pro rata with each Shareholder's ownership of 123 Investments: (i) 82,800 shares of newly designated shares of Series A Convertible Preferred Stock of the Company (the " Series A Preferred Stock ") issued at closing (the " Closing Series A Stock "), each having a deemed value of $100 (the " Agreed Value "). A description of the terms of the Series A Preferred Stock is included under Item 5.03 of the December 2, 2025 Form 8-K and is incorporated herein by reference; (ii) 750,000 shares of the Company's common stock at closing (the " Closing Company Common Stock ", and together with the Closing Series A Stock, the " Closing Shares "); (iii) up to an additional 9,200 shares of Series A Preferred Stock, issuable by the Company within seven days after the one-year anniversary of the Exchange if, and only if, the Shareholders have not defaulted in, or breached, any of their obligations, covenants or representations under the Exchange Agreement or the Shareholders Agreement entered into between 123 Investments, the Company and the Shareholders on November 25, 2025 (the " Holdback Shares "); and (iv) the right to earn additional consideration of up to $1,000,000 (the " Earnout Consideration ") in the event that both (a) the total EBITDA of 123 Investments in the fiscal year ended December 31, 2026 is equal to or greater than 2.5 million GBP; and (b) the total net profit of 123 Investments in the fiscal year ended December 31, 2026 is equal to or greater than 1.0 million GBP, based on the financial statements of 123 Investments provided to the Company by February

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On December 18, 2025, the Company published a press release announcing the closing of the transactions contemplated by the Exchange Agreement, among other things. A copy of the press release is included herewith as Exhibit 99.1 and the information in the press release is incorporated by reference into this Item 7.01 . The information responsive to Item 7.01 of this Form 8-K and Exhibit 99.1 attached, shall not be deemed " filed " for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act ") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired The financial statements of 123 Investments will be filed no later than 71 calendar days after the date that this Current Report on Form 8-K is required to be filed. (b) Pro Forma Financial Information Pro forma financial information relative to acquisition of 123 Investments will be filed no later than 71 calendar days after the date that this Current Report on Form 8-K is required to be filed. (d) Exhibits . Exhibit Number Description of Exhibit 99.1* Press Release Dated December 18, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Furnished herewith. Forward- Looking Statements This Current Report on Form 8-K and Exhibit 99.1 hereto contains forward-looking statements that are made pursuant to the safe harbor provisions within the meaning of Section 27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934, as amended and the Private Securities Litigation Reform Act, as amended. Forward-looking statements are based on management's current expectations and are subject to risks and uncertainties, many of which are beyond our control, that may cause actual results or events to differ materially from those projected. These risks and uncertainties, many of which are beyond our control, include risks described in the section entitled " Risk Factors " and elsewhere in our Annual Reports on Form 10-K and in our other filings with the SEC, including, without limitation, our reports on Forms 8-K and 10-Q, all of which can be obtained on the SEC website at www.sec.gov . Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date on which they are made and reflect management's current estimates, projections, expectations and beliefs. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-look

SIGNATURES

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. GlobalTech Corporation /s/ Dana Green Dana Green Chief Executive Officer Date: December 18, 2025 4

View Full Filing

View this 8-K filing on SEC EDGAR

View on Read The Filing