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
Date of Report (Date of earliest event reported):
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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:
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Emerging growth company
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.
Transglobal Management Group, Inc., a Florida corporation (the “Company”), entered into a Purchase Agreement dated April 1, 2026, and an Amendment and Clarification Agreement dated April 10, 2026 (collectively, the “Agreements”) with Dalston LLP, an Arizona limited liability partnership (“Seller”), pursuant to which the Company agreed to acquire substantially all of the assets of the Apache Creek Golf Course business located in Apache Junction, Arizona (the “Business”), including the tangible and intangible assets used in the operation of the Business as a going concern. The total purchase price for the acquisition is $2,500,000, consisting of: (i) a previously paid deposit of $200,000; (ii) $300,000 in cash payable on or before April 30, 2026; and (iii) the remaining $2,000,000 payable on or before June 30, 2026. Pursuant to the terms of the Agreements, ownership and possession of the Purchased Assets transferred to the Company upon payment of the initial deposit. In the event the Company does not satisfy the remaining purchase price obligations within the time periods specified in the Agreements, the Seller may retain the deposit and ownership of the Purchased Assets will revert to the Seller. The Agreements provide that the Company will acquire substantially all assets used in the operation of the Business as a going concern, including equipment, inventory, improvements, goodwill, and other operational assets. The Company will operate the Business at its current location pursuant to rights associated with the underlying leasehold interests, which remain in the name of the Seller. The Agreements contain customary representations and warranties, covenants, and indemnification provisions.
The foregoing description of the Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreements, which are filed as Exhibit 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
10.1 Purchase Agreement, dated April 1, 2026, between Transglobal Management Group, Inc. and Dalston LLP
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURE
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.
| Transglobal Management Group, Inc. | ||
| Date: April 15, 2026 | By: | /s/ Kelly L. Kirchhoff |
| Kelly L. Kirchhoff | ||
| Chief Executive Officer | ||
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Exhibit 10.1
PURCHASE AGREEMENT
Apache Creek Golf Course
This Purchase Agreement (this “Agreement”), dated as of April 1, 2026 (the “Effective Date”), is entered into between Dalston LLP, an Arizona limited liability partnership (the “Seller”), and Transglobal Management Group, Inc., a Florida corporation (“Buyer”).
RECITALS
WHEREAS, the Seller is engaged in the business of owning and operating Apache Creek Golf Club located at 3401 South Ironwood Drive, Apache Junction, Arizona 85120 (the “Business”); and
WHEREAS, Seller wishes to sell and assign to Buyer, and Buyer wishes to purchase and assume from Seller, substantially all the assets of the Business (the “Purchased Assets”), subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficient of which are hereby acknowledged, the parties agree as follows:
AGREEMENT
| 1. | Purchase Price. The total purchase price for the Purchased Assets is $2,500,000 (the “Purchase Price”). The Purchase Price shall be paid as follows: |
| a. | Buyer delivered a nonrefundable earnest money deposit of Two Hundred Thousand Dollars (U.S. $200,000) (the “Deposit”) on the Effective Date; November 3, 2025. |
| b. | Buyer will pay Seller $300,000 no later than April 30, 2026; and |
| c. | The remaining balance of $2,000,000 to be paid no later than June 30, 2026. |
| 2. | Transfer of Possession. The Purchased Assets will transfer to Buyer on the date the Deposit is paid to Seller. In the event that the remaining Purchase Price is not paid in accordance with Section 1 above (a) Seller may retain the Deposit and (b) ownership of the Purchased Assets will revert to Seller. |
| 3. | Legal Compliance; Cooperation. In the event that any portion of the Purchase Price is paid to Seller in Buyer stock, the parties agree to cooperate in good faith to (a) complete any required filings in accordance with the rules and timelines applicable to such required filings and (b) do all other acts required buy applicable law with respect to this transaction. |
| 4. | Representations and Warranties. |
| a. | Each party represents and warrants that it has full corporate power and authority to enter into this Agreement to carry out its obligations hereunder, and to consummate the transactions contemplated hereby. |
| b. | This Agreement constitutes a legal, valid, and binding obligation of each party enforceable against such party it in accordance with its terms. |
| c. | Seller represents and warrants that it (i) has good and valid title to the Purchased Assets free and clear of any liens or other encumbrances and (ii) that no third-party has an ownership in or to any of the Purchased Assets and that no consent or approval is required from any third-party to consummate the transactions contemplated by this Agreement. |
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| 5. | Indemnification. |
| a. | Each party will indemnify and defend the other party against, and shall hold such other party harmless from and against, any and all losses, damages, liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees (collectively, “Losses”), incurred or sustained by, or imposed upon, such other party based upon, arising out of, or with respect to any inaccuracy in or breach of any of the representations or warranties of the indemnifying party contained in this Agreement. |
| b. | Buyer will indemnify and defend Seller against, and shall hold Seller harmless from and against any and all Losses based upon or arising out of any third-party claim based upon, resulting from, or arising out of the business, operations, properties, assets, or obligations of Buyer arising after the Closing Date. |
| c. | Seller will indemnify and defend Buyer against, and shall hold Buyer harmless from and against any and all Losses based upon or arising out of any third-party claim based upon, resulting from, or arising out of the business, operations, properties, assets, or obligations of Seller arising on or prior to the Closing Date. |
| 6. | Entire Agreement; Amendment; Counterparts. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and any prior agreements, discussions or understandings, written or oral, are superseded by this Agreement and shall be of no force or effect. No addition or modification of any term or provision of this Agreement shall be effective unless in a writing signed by both Parties. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. |
| 7. | Governing Law; Partial Invalidity; Waiver. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Arizona without regard to any conflict of laws principles. Should any provision of this Agreement be held invalid, void or unenforceable, the remaining provisions hereof shall remain in full force and effect, unimpaired by such holding. Any rule of construction to the effect that ambiguities are to be resolved in favor of either party shall not be employed in the interpretation of this Agreement and is hereby waived. No waiver by any party of any provision of this Agreement shall be deemed to be a waiver of any other provision hereof, and no waiver shall be effective or deemed effective unless such waiver is in writing and signed by the party against whom the waiver would operate. |
| 8. | No Third-Party Beneficiary. The provisions of this Agreement are and will be for the benefit of Seller and Purchaser and Buyer’s permitted assigns only and are not for the benefit of any third party, and accordingly, no third party shall have the right to enforce the provisions of this Agreement. |
[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their duly authorized representatives.
THE SELLER:
DALSTON LIMITED LIABILITY PARTNERSHIP
By: /s/ Stephen Dallas
Name: Stephen Dallas
Title: Owner
April 3, 2026
THE BUYER:
TRANSGLOBAL MANAGEMENT GROUP, INC.
By: /s/ Jeff Foster
Name: Jeff Foster
Title: Chairman and President
April 3, 2026
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Exhibit 10.2
AMENDMENT AND CLARIFICATION AGREEMENT
This Amendment and Clarification Agreement (this “Amendment”) is entered into as of April 10, 2026, by and between Dalston LLP, an Arizona limited liability partnership (“Seller”); and Transglobal Management Group, Inc., a Florida corporation (“Buyer”).
This Amendment relates to that certain Purchase Agreement dated April 1, 2026 (the “Agreement”) between Seller and Buyer.
RECITALS
WHEREAS, Seller and Buyer entered into the Agreement for the purchase and sale of certain assets relating to the Apache Creek Golf Course located at 3401 South Ironwood Drive, Apache Junction, Arizona (the “Property”); and
WHEREAS, the parties desire to clarify certain terms of the Agreement and confirm their mutual understanding with respect to the scope of assets, transfer mechanics, and related matters;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
| 1. | Definition of Company. The parties acknowledge that references in the Agreement to the “Company” shall mean Dalston LLP, the owner and operator of the Property and the business conducted thereon. |
| 2. | Scope of Purchased Assets. The parties acknowledge and agree that the term “Purchased Assets” as used in the Agreement includes all assets, rights, and interests of Seller used in, held for use in, or necessary for the ownership, operation, and conduct of the Apache Creek Golf Course as a going concern (the “Business”), including, without limitation (i) all tangible and intangible property; (ii) all equipment, inventory, and improvements; (iii) all goodwill and going concern value; (iv) all contract rights and operational assets; and (v) all other assets used in connection with the Business, whether or not specifically listed. The parties further agree that the intent of the Agreement is for Buyer to acquire the Business as an ongoing operation, and not merely discrete items of personal property. |
| 3. | Leasehold and Real Property Rights. Seller agrees that the Purchased Assets include all rights necessary for Buyer to operate the Business at the Property, including all use and possessory rights relating thereto. Notwithstanding the foregoing, the parties acknowledge that certain leasehold interests in the Property are held in the name of Steven J. Dallas individually, and shall not be assigned if such assignment would trigger a reset, termination, or rebid of the lease. |
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| 4. | Seller and Steven J. Dallas agree to maintain such leasehold interests in good standing and to take all actions reasonably necessary to ensure Buyer’s continued right to use and operate the Business at the Property without interruption. |
| 5. | Exhibit A Clarification. The parties acknowledge that the document titled “Purchased Assets” attached hereto as Exhibit A is illustrative only and is not intended to limit or restrict the scope of the Purchased Assets. In the event of any inconsistency between Exhibit A and the intent expressed in this Amendment, the terms of this Amendment shall control. |
| 6. | Transfer of Title and Possession. Notwithstanding any provision in the Agreement to the contrary, the parties agree that (i) legal and beneficial ownership of the Purchased Assets shall transfer to Buyer upon satisfaction of the Purchase Price terms set forth in the Agreement and at Closing; and (ii) any earlier transfer of possession shall not be deemed a transfer of full legal title unless and until such conditions are satisfied, free and clear of any liens, claims, or encumbrances created by Seller. |
| 7. | Governing Agreement. This Amendment is intended to clarify and supplement that certain Purchase Agreement between Seller and Buyer (the “Agreement”) and shall be deemed incorporated therein. In the event of any inconsistency between this Amendment and the Agreement, the terms of this Amendment shall control. |
| 8. | No Other Modifications. Except as expressly modified by this Amendment, all terms and provisions of the Agreement shall remain in full force and effect. |
| 9. | Counterparts. This Amendment may be executed in counterparts and delivered electronically, each of which shall be deemed an original and all of which together shall constitute one instrument. |
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SIGNATURES
| “SELLER” | “BUYER” |
| DALSTON LLP | TRANSGLOBAL MANAGEMENT GROUP, INC. |
| By: /s/ Stephen Dallas | By: /s/ Jeff Foster |
| Stephen Dallas, Authorized Signatory | Jeff Foster, President |
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EXHIBIT A
“PURCHASED ASSETS”
Apache Creek Golf Club:
Pro Shop:
| Renovation 2025 3rd Quarter | 525,000 | |||
| Inventory: apparel, shoes, hats, golf balls etc... | 97,000 |
Fitting Center coming:
| Trackman | 25,0000 | |||
| Shafts (new top brands) | 225,000 | |||
| Loft & Lie Club Head adjusters (3) | 80,000 | |||
| Shelving, Inventory Components etc.. | 7,500 |
| Mobile Golf Driving Range Shade Canopy (new 320K) | 185,000 | |||
| Lawn Equipment and Maintenance | 125,000 | |||
| Tractor | 45,000 | |||
| Cart Barn | 230,000 | |||
| Maintenance Shed | 185,000 | |||
| Sub Total | $ | 1,729,500 | ||
| Bank Balance | $ | 941,513.67 | ||
| Lease on 160 acres for 32 years. | 8,650,000 | |||
| Total | $ | 11,321,013.67 |
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