TPT GLOBAL TECH, INC.: debt financing — TPT Global Tech acquires control of Asberry 22 via $500K preferred stock and merger

TPT GLOBAL TECH, INC.

TPT purchased 500,000 Series A Supermajority Voting Preferred Shares of Asberry for $500,000 cash.
Subsidiary TPT SpeedConnect merged into Asberry; TPT received 4,658,318 common shares, 85% of Asberry common.
TPT issued a $500K convertible promissory note at 6% interest, due 180 days, convertible at 85% of 5-day VWAP.
Asberry must file S-1 within 120 days to register resale of shares issued in the transaction.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

TPT GLOBAL TECH, INC. incurred convertible notes of $500,000 with Michael A. Littman, Atty Defined Benefit Plan at 6% per annum maturing 180 days from March 24, 2023.

Instrument: convertible notes
Principal: $500,000
Counterparty: Michael A. Littman, Atty Defined Benefit Plan
Rate: 6% per annum
Maturity: 180 days from March 24, 2023
Event: incurrence

Exact text from the filing

TPT entered into a $500,000 convertible promissory note (“Convertible Promissory Note”) with Michael A. Littman, Atty Defined Benefit Plan (“MAL-Plan”) pursuant to the above referenced Securities Purchase Agreement. The Convertible Promissory Note is due 180 days from March 24, 2023 and pays interest at the rate of 6% per annum.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

TPT GLOBAL TECH, INC. entered into Agreement and Plan of Merger with TPT SpeedConnect LLC, Asberry 22 Holdings, Inc., and SPC Acquisition, Inc. (effective 2023-03-24).

Action: entry
Agreement: merger
Counterparty: TPT SpeedConnect LLC, Asberry 22 Holdings, Inc., and SPC Acquisition, Inc.
Effective: 2023-03-24

Exact text from the filing

An Agreement and Plan of Merger ("Agreement") was made and entered into as of March 24, 2023 by and among TPT SpeedConnect LLC, a Colorado Limited Liability Company (wholly-owned subsidiary of TPT Global Tech, Inc.) ("SPC"), and Asberry 22 Holdings, Inc., a Delaware Corporation ("ASHI"), and SPC Acquisition, Inc., a wholly-owned subsidiary of ASHI, domiciled in Colorado ("Acquisition Sub").

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

TPT GLOBAL TECH, INC. entered into Securities Purchase Agreement with MA Littman Atty Defined Benefit Plan and Asberry 22 Holdings, Inc. valued at $500,000 (effective 2023-03-24).

Action: entry
Agreement: equity purchase
Counterparty: MA Littman Atty Defined Benefit Plan and Asberry 22 Holdings, Inc.
Value: $500,000
Effective: 2023-03-24

Exact text from the filing

On March 24, 2023, TPT Global Tech, Inc. (“TPT”) entered into a Securities Purchase Agreement dated with MA Littman Atty Defined Benefit Plan (“Seller”) and Asberry 22 Holdings, Inc. (“Asberry”) for the purchase of 500,000 shares of Series A Super Majority Voting Preferred Stock of Asberry for the aggregate principal amount of USD $500,000.00.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

TPT GLOBAL TECH, INC. entered into Security and Pledge Agreement with Michael A. Littman Atty, Defined Benefit Plan (effective 2023-03-24).

Action: entry
Counterparty: Michael A. Littman Atty, Defined Benefit Plan
Effective: 2023-03-24

Exact text from the filing

On March 24, 2023, TPT Global Tech, Inc. and Asberry 22 Holdings, Inc. (“Pledgors”) and Michael A. Littman Atty, Defined Benefit Plan (“Lender”) entered into a Security and Pledge Agreement to provide additional covenants to facilitate a financing by which Lender receives consideration for the merger of the TPT Global Tech, Inc. into Asberry 22 Holdings, Inc.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

TPT GLOBAL TECH, INC. entered into Convertible Promissory Note with Michael A. Littman, Atty Defined Benefit Plan valued at $500,000 (effective 2023-03-24).

Action: entry
Agreement: notes offering
Counterparty: Michael A. Littman, Atty Defined Benefit Plan
Value: $500,000
Effective: 2023-03-24

Exact text from the filing

TPT entered into a $500,000 convertible promissory note (“Convertible Promissory Note”) with Michael A. Littman, Atty Defined Benefit Plan (“MAL-Plan”) pursuant to the above referenced Securities Purchase Agreement.

View on SEC.gov

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Source: SEC EDGAR

accession 0001654954-23-004281

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