false
0001602813
false
false
false
false
false
0001602813
2022-10-31
2022-10-31
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): October 31, 2022
FRONTERA GROUP, INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
333-198524 |
|
46-4429598 |
(State
or other jurisdiction of
incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer Identification No.) |
701 Carson Street, Suite 200
Carson City, Nevada 89701
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number including area code: 833-817-7148
N/A
| (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:
| o | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | 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 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
2.01 | Completion
of Acquisition or Disposition of Assets |
On
October 24, 2024, Frontera Group Inc (the “Company”) entered into a Stock Purchase Rescission Agreement (the “TSGI
Rescission Agreement”) with Texas G&S Investments, Inc (the “TSGI”) and Guillermo Solis, Jr. (the “Solis”)
to terminate and rescind the Securities Purchase Agreement (the “SPA Agreement”) dated effective April 30, 2023. Solis, TSGI,
and Company entered into that SPA Agreement dated effective April 30, 2023, for the sale and purchase of 249 (24.9%) of the total issued
and outstanding shares of common stock of TGSI (the “TGSI Stock”). In addition to the SPA Agreement, Company executed and
delivered to Solis a Promissory Note dated April 30, 2023, in the original principal amount of $25,000,000; a Pledge and Security Agreement;
an Assignment In Lieu of Certificate; a UCC-1 Financing Statement; an Irrevocable Proxy; an Irrevocable Stock Power, and an Acknowledgement
of Closing (collectively the “Closing Documents”).
Under
the Rescission Agreement, Company, Solis, and TGSI rescinded the SPA Agreement and the Closing Documents effective on October 24, 2024.
Company conveyed, assigned, transferred, and delivered to Guillermo Solis, Jr., all rights, title, and interest in and to the 249 shares
of common stock of Texas G&S Investments, Inc. (representing 24.9% of the total issued and outstanding shares), free and clear of
all liens, encumbrances, and claims of any kind.
On
November 19, 2024, the Company, TSGI and STX BORDER CAPITAL PARTNERS, LLC (the “STX”) entered into an Assignment, Delegation,
and Rescission Agreement (the “San Juan Rescission Agreement”) to terminate and rescind certain Purchase and Sale Agreement
dated effective April 8, 2023 (the “San Juan Agreement”) for the sale and purchase of certain real property containing approximately
11.02 acres located at 411 and 502 E. Expwy. 83, San Juan, Hidalgo County, Texas 78501 (the “San Juan Property”). In addition
to the San Juan Agreement, Company also executed and delivered to TGSI a Promissory Note dated April 28, 2023, in the original principal
amount of $6,500,000; a Special Warranty Deed executed and recorded on April 28, 2023; an Assignment and Assumption of Leases; a Management
Agreement; and a Net Profits Agreement.
Under
the San Juan Rescission Agreement, Company and TGSI agreed to rescind the Purchase and Sale Agreement, Net Profits Agreement, Assignment
and Assumption of Leases Agreements, and Management Agreement (“Rescinded Documents”) with the effective date of such rescission
to be November 19, 2024.
Additionally,
Company and STX mutually agreed to rescind the Contract for Sale dated September 18, 2024, regarding the San Juan property, effectively
nullifying all obligations and rights arising from that contract ab initio. Company assigned, transferred, and conveyed to STX all of
its rights, obligations, and interests under the Promissory Note dated April 28, 2023, in the original principal amount of $6,500,000,
and the Purchase and Sale Agreement dated April 8, 2023. STX accepted such assignment and agreed to assume all obligations and duties
of Company under the Note and Purchase Agreement.
In addition, Company conveyed, assigned, and transferred the title to the Suan Juan
Property to STX through the execution of a new Assumption Special Warranty Deed, free and clear of all liens, encumbrances, and claims
of any kind with the exception of the liens securing the Promissory Note being assumed.
On
October 20, 2023, the Company entered into a Rescission Agreement (the “GML Rescission Agreement”) with Global Market Link,
LLC (the “GML”) and Robert Espaillat (’‘Robert’’) to terminate and rescind certain Securities Purchase Agreement (the “SPA
Agreement”) dated effective February 17, 2023, for the sale and purchase of 24.9% of the total issued and outstanding membership
interests in GML (the “GML Membership Interests”). In addition to the SPA Agreement, on April 20, 2023, the Parties also
entered into certain First Amendment to Securities Purchase Agreement (the “First Amendment”) amending certain terms and
conditions contained in the SPA Agreement and the Company executed and delivered to Robert a Promissory Note dated April 20, 2023 in
the original principal amount of $500,000; an Assignment of Membership Interests of GML; a Pledge And Security Agreement; an Assignment
In Lieu of Certificate; a UCC-1 Financing Statement; an Irrevocable Proxy; an Acknowledgement of Closing (collectively the “Closing
Documents”).
Under
the GML Rescission Agreement, the Company, GML and Robert agreed to rescind the SPA Agreement, as modified by the First Amendment, and
the Closing Documents with the effective date of such rescission to be February 17, 2023 such that the SPA Agreement and the Closing
Documents and each other document or agreement executed in connection therewith or related thereto is rescinded and terminated ab
initio.
On
February 2, 2026, the Company entered into a Mutual Release, Termination, and Full Discharge Agreement (“Release Agreement”)
to terminate the Asset Purchase Agreement (the “Purchase Agreement”) entered into with Intellimedia Networks, Inc., a Nevada
corporation (the “Intellimedia”) on June 3, 2022. As a result of the termination, the assets that were assigned to the Company
were returned to the Intellimedia (the “Intellimedia Assets”) pursuant to the terms of the Purchase Agreement. No share of
common stock of the Company was issued for the initial acquisition.
On
February 2, 2026, in connection of the termination of the Purchase Agreement, the Company also terminated with the Employment Agreement
with Teodros Gessesse and Teodros Gessesse also resigned from the position of Chief Marketing Officer of the Company. No share of common
stock was issued in connection with Teodros Gessesse’s employment.
On
February 2, 2026, in connection of the termination of the Purchase Agreement, the Company also terminated with the Employment Agreement
with Darshan Sedani and Darshan Sedani also resigned from the position of Chief Visionary Officer of the Company. No share of common
stock was issued in connection with Darshan Sedani’s employment.
In
connection of the termination of Purchase Agreement, return of Intellimedia Assets and the departure of Teodros Gessesse and Darshan
Sedani, the Company ceased the operations related to the Intellimedia Assets.
| Item
5.02 | Departure
of Directors or Principal Officers; Election of Directors; Appointment of Principal
Officers |
On
October 31, 2022, Mann C. Yam resigned from all position he held in the Company including board director and chairman of the board. K.
Bryce Toussaint became new board director and chairman of the board.
On
November 29, 2023, Andrew Luna resigned from all his positions in the Company, including Chief Financial Officer and Interim Chief Executive
Officer. K. Bryce Toussaint became the new Chief Executive Officer and Chief Financial Officer.
On
February 2, 2026, in connection of the termination of the Purchase Agreement, the Company also terminated with the Employment Agreement
with Teodros Gessesse and Teodros Gessesse also resigned from the position of Chief Marketing Officer of the Company. No share of common
stock was issued in connection with Teodros Gessesse’s employment.
On
February 2, 2026, in connection of the termination of the Purchase Agreement, the Company also terminated with the Employment Agreement
with Darshan Sedani and Darshan Sedani also resigned from the position of Chief Visionary Officer of the Company. No share of common
stock was issued in connection with Darshan Sedani’s employment.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
| |
Frontera
Group, Inc. |
|
| |
|
|
| Date:
______________________, 2026 |
By: |
/s/
K. Bryce Toussaint |
|
| |
|
K.
Bryce Toussaint
Chief Executive Officer |
|
