New Generation Consumer Group Signs LOI to Acquire 51% Interest in Spiritual Glow Digital Brand; Expands Digital Portfolio Led by The RAADR APP Cyberbullying Platform

Rhea-AI Summary

New Generation Consumer Group (OTCID:NGCG / related to FAGI) signed a Letter of Intent to acquire a 51% controlling interest in the digital assets and operations of Spiritual Glow, a digital-first brand currently held via a joint venture where Full Alliance Group (OTCID:FAGI) owns 51%.

The LOI contemplates cash, a profit-based performance note, and NGCG preferred stock; the seller retains 49% with an optional advisory role and NGCG holds a first right of refusal on the remaining 49%.

Parties will complete due diligence and aim to close within 30 days after a definitive agreement but no later than January 15, 2025.

Positive

• 51% operational control acquisition expected upon closing
• First right of refusal to acquire remaining 49% retained
• Integration into Signature Apps could boost app cross-promotion
• Deal structure aligns seller incentives via profit-based performance note

Negative

• LOI status is non-binding until a Definitive Agreement is executed
• Use of NGCG preferred stock may dilute existing shareholders
• Closing contingent on due diligence and negotiation before Jan 15, 2025

PHOENIX, AZ / ACCESS Newswire / November 20, 2025 / New Generation Consumer Group, Inc. (OTCID:NGCG) today announced that it has signed a Letter of Intent (LOI) to acquire a 51% controlling interest in the digital assets and operations of Spiritual Glow, a digital-first brand held through a joint venture in which Full Alliance Group, Inc. (OTCID:FAGI) owns a 51% stake.

The proposed acquisition marks the continued expansion of NGCG's fully digital business model, operated through its technology subsidiary, Signature Apps Inc., which develops and deploys advanced consumer and industry-focused applications.

NGCG: A Digital-Only Company Scaling High-Utility Apps

NGCG's business focuses exclusively on digital platforms, mobile applications, and data-driven consumer technologies. The company does not produce or sell physical products.

Through Signature Apps Inc., NGCG delivers cutting-edge industry apps designed to enhance safety, communication, and digital intelligence across multiple sectors.

At the core of the portfolio is the company's flagship application:

RAADR - Real-Time Cyberbullying & Online Safety Platform

The RAADR App, championed by CEO Jacob DiMartino, empowers users with:

• Real-time monitoring of online activity

• Detection of harmful behavior and cyberbullying indicators

• Intelligent alerts and analytics to enhance digital awareness

• Tools designed for parents, teens, schools, and community organizations

RAADR remains the anchor of NGCG's digital-app ecosystem, reflecting the company's commitment to precision, safety, and user-centric innovation.

Strategic Fit: Spiritual Glow as a Digital-First Expansion

The proposed acquisition of Spiritual Glow complements NGCG's digital strategy by adding a creative digital brand with emerging audience momentum in the online wellness and mindset space. While Spiritual Glow does not produce physical goods, its digital presence, content-driven engagement, and brand identity offer growth potential within Signature Apps' expanding technology ecosystem.

NGCG plans to integrate Spiritual Glow into its broader digital framework, enabling:

• Cross-promotion through existing app channels

• Data-driven user acquisitions

• Digital content development

• Potential future integration into NGCG's app suite

Transaction Overview

The LOI, comprises of:

• Cash consideration

• A profit-based performance note and

• NGCG preferred stock

Upon closing:

• NGCG will acquire 51% operational control

• The seller will retain 49% (with an optional advisory role)

• NGCG will receive a first right of refusal to acquire the remaining 49%

The transaction provides immediate value participation for the seller while aligning long-term growth incentives.

Leadership Commentary

"NGCG is a digital-only company, and this LOI represents another important step in expanding our technology portfolio," said Jacob DiMartino, CEO of New Generation Consumer Group. "Through Signature Apps, we are committed to developing digital tools that improve safety, communication, and personal empowerment. RAADR remains our flagship app, and the addition of a digital brand like Spiritual Glow aligns perfectly with the forward-thinking experiences we are designing."

Next Steps

Both parties will now proceed with:

• Completing due diligence

• Negotiation and execution of a Definitive Agreement

• An anticipated closing within 30 days after the conclusion of a definitive agreement but no later than January 15, 2025.

Upon completion, the acquisition will increase NGCG's digital footprint and broaden the company's technology roadmap under Signature Apps Inc.

About New Generation Consumer Group, Inc.
New Generation Consumer Group (OTCID:NGCG) is a diversified company focused on identifying and acquiring growth-oriented businesses in emerging sectors. The company's strategy emphasizes building value through innovation, strategic partnerships, and scalable operations designed to deliver long-term shareholder returns

Forward-Looking Statements:
This press release contains forward-looking statements regarding proposed business transactions, anticipated closing timelines, and potential future results. These statements are subject to various risks and uncertainties that could cause actual outcomes to differ materially from those projected. Readers are encouraged to review NGCG's public filings for additional information regarding risk factors and business operations.

Contact:
Investor Relations
New Generation Consumer Group, Inc.
Phoenix, Arizona
Email: InvestorRelations@ngcg.com

SOURCE: Signature Apps

View the original press release on ACCESS Newswire

FAQ

What did NGCG announce about acquiring Spiritual Glow and how much control will NGCG hold?

NGCG signed an LOI to acquire a 51% controlling interest in Spiritual Glow's digital assets and operations.

What consideration will NGCG provide for the Spiritual Glow acquisition (OTCID:FAGI related)?

The LOI contemplates cash, a profit-based performance note, and NGCG preferred stock.

When is the expected closing date for NGCG's acquisition of Spiritual Glow (FAGI)?

Parties expect to close within 30 days after a Definitive Agreement but no later than January 15, 2025.

Will the Spiritual Glow seller retain any stake after the NGCG transaction?

Yes, the seller will retain 49% ownership and may serve in an advisory role.

How does the Spiritual Glow acquisition fit NGCG's strategy and RAADR app ecosystem?

NGCG plans to integrate Spiritual Glow for cross-promotion, content development, and data-driven user acquisition within Signature Apps and RAADR.