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EX-10 - SHARE PURCHASE AGREEMENT - BLGI, INC.exhibit_10-4.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):  December 20, 2017

 

BLACK CACTUS GLOBAL, INC.

(Exact name of registrant as specified in its charter)

 

Florida

 

333-188785

 

46-2500923

(State or other jurisdiction
of incorporation)

 

(Commission
File No.)

 

(IRS Employer
Identification No.)

 

8275 S. Eastern Avenue, Suite 200
Las Vegas, Nevada

 

89123

(Address of principal executive offices)

 

(Zip Code)

 

(702) 724-2643

Registrant’s telephone number, including area code

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

[  ]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

[  ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

[  ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

[  ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  [X]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  [  ]

 



Item 1.01. Entry into a Material Definitive Agreement.

 

On December 20, 2017, Black Cactus Global, Inc. (the “Company”) entered into a Share Purchase Agreement (the “Agreement”) with World on Wireless (UK) Limited (“WOW”), an unrelated third party.

 

Under the terms of the Agreement, the Company will purchase all the issued ordinary shares of WOW from its shareholders, thereby acquiring all the intellectual property, research and development, contracts, accounts receivable and licenses owned by WOW.  In exchange, the Company will issue 3,200,000 shares of its common stock to the WOW shareholders.  The Agreement will not close and the acquisition will not be complete until the Company receives the source code and software to WOW’s intellectual property for all of WOW’s programs, platforms and products and these assets have been independently verified. Additionally, if the shares issued to the WOW shareholders do not have an aggregate value of US$2 million by January 15, 2019, the WOW shareholders are entitled to have additional shares issued to them so that they hold shares equal to $2 million as of that date.

 

The foregoing descriptions of the terms of the Agreement does not purport to be complete and is qualified in its entirety by the complete text of the document attached as 10.4 to this Current Report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number

 

Exhibit Description

 

 

 

10.4

 

Share Purchase Agreement

 

 

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.

 

 

BLACK CACTUS GLOBAL, INC.

 

 

Date: January 5, 2018

By:

/s/ Harpreet Sangha

 

Name:

Harpreet Sangha

 

Title:

Chairman of the Board

 

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