GlobalTech Corporation (OTC: GLTK) details new unregistered share issuances to service firms

Rhea-AI Filing Summary

GlobalTech Corporation filed an amended quarterly report to correct and expand disclosure about unregistered sales of equity securities for the quarter ended March 31, 2026. The amendment restates the section on unregistered sales and adds updated officer certifications, without changing any other prior disclosures.

The company describes an investor relations agreement with ArcStone Branding Inc. involving cash and support fees plus an equity component, including 150,000 restricted shares in six monthly tranches and up to 750,000 additional shares vesting over 180 days from December 12, 2025. It reports issuing 225,000 shares to ArcStone on March 10, 2026, 20,000 shares to an investor relations firm in January 2026, and 107,000 shares to an advisory firm in February 2026 for services.

These issuances relied on exemptions from registration under Section 4(a)(2), Rule 506 of Regulation D, and/or Regulation S, with recipients taking the shares for investment and subject to transfer restrictions and legends. The company reports no use of proceeds from registered securities and no issuer share repurchases. Common shares outstanding totaled 151,071,091 as of May 15, 2026.

Filing Explained

The amendment states that ArcStone’s aggregate 750,000-share equity fee is earned, vested, deliverable, and non-cancellable on scheduled dates; if the agreement ends early, ArcStone earns all of those shares. If issued, they increase the total share count and reduce existing holders’ percentage ownership.

Key Figures

Shares outstanding: 151,071,091 shares ArcStone equity fee monthly tranches: 150,000 restricted shares ArcStone vesting pool: 750,000 shares +3 more

6 metrics

Shares outstanding 151,071,091 shares Common stock outstanding as of May 15, 2026

ArcStone equity fee monthly tranches 150,000 restricted shares Six equal monthly tranches of 25,000 shares under IR Agreement

ArcStone vesting pool 750,000 shares Additional shares to be earned and vested over 180 days from December 12, 2025

Shares issued to ArcStone 225,000 shares Issued March 10, 2026 pursuant to investor relations agreement

Shares to IR firm 10,000 shares and 10,000 shares Issued January 13 and January 30, 2026 for investor relations services

Shares to advisory firm 107,000 shares Issued February 23, 2026 for advisory services

Key Terms

restricted shares of common stock, Section 4(a)(2), Rule 506 of Regulation D, Regulation S, +1 more

5 terms

restricted shares of common stock financial

"an equity fee consisting of 150,000 restricted shares of common stock"

Restricted shares of common stock are company shares that cannot be sold or transferred until specific conditions are met, such as a set time period, performance targets, or regulatory approvals; they are often granted to founders, employees or early investors. They matter to investors because when the restrictions lift those shares can enter the market and increase the supply, potentially diluting existing holders and changing the stock’s price, similar to a locked faucet being opened and more water joining the flow.

Section 4(a)(2) regulatory

"exempt from registration pursuant to Section 4(a)(2), Rule 506 of Regulation D"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Rule 506 of Regulation D regulatory

"exempt from registration pursuant to Section 4(a)(2), Rule 506 of Regulation D"

Rule 506 of Regulation D is a U.S. Securities and Exchange Commission exemption that lets companies sell securities privately without registering them with the SEC, similar to a private party invitation rather than a public auction. It matters to investors because it determines how much information they’ll receive, who can buy (accredited vs. non-accredited), whether public advertising is allowed, and how easily the investment can be resold — all factors that affect risk, transparency and liquidity.

Regulation S regulatory

"and/or Regulation S, since the foregoing issuances did not involve a public offering"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

Inline XBRL technical

"Inline XBRL Instance Document (filed herewith)"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

FAQ

What does GlobalTech (GLTK) change in this Form 10-Q/A amendment?

GlobalTech updates and restates its unregistered sales of equity securities disclosure for the quarter ended March 31, 2026, and files new CEO and CFO certifications. No other sections of the prior quarterly report are revised or updated.

How many GlobalTech (GLTK) shares were outstanding as of May 15, 2026?

GlobalTech reports 151,071,091 shares of common stock outstanding as of May 15, 2026. This figure provides a baseline for assessing the scale of the unregistered share issuances to service providers described in the amended disclosure.

What equity did GlobalTech (GLTK) grant under the ArcStone investor relations agreement?

The ArcStone agreement includes 150,000 restricted shares in six monthly tranches plus up to 750,000 additional shares vesting in stages over 180 days from December 12, 2025. GlobalTech issued 225,000 shares to ArcStone on March 10, 2026.

Which other unregistered share issuances did GlobalTech (GLTK) disclose?

GlobalTech issued 10,000 shares on January 13, 2026, 10,000 shares on January 30, 2026, to an investor relations firm, and 107,000 shares on February 23, 2026, to an advisory firm, all as compensation for services.

Under which exemptions were GlobalTech (GLTK) shares issued without registration?

The company states the issuances were exempt under Section 4(a)(2), Rule 506 of Regulation D, and/or Regulation S, citing non-public offerings, investment intent, transfer restrictions, and that some recipients were accredited or non-U.S. persons.

Did GlobalTech (GLTK) report any repurchases or use of proceeds from registered securities?

GlobalTech reports no use of proceeds from the sale of registered securities and no purchases of equity securities by the company or affiliated purchasers during the period covered by the amended report.

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0001938338true--12-31Q12026On May 15, 2026, GlobalTech Corporation (the “Company”) filed its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 (the “Original Form 10-Q”) with the U.S. Securities and Exchange Commission (the “SEC”). Subsequent to the filing of the Original Form 10-Q, the Company identified certain errors in the disclosure under Part II, Item 2, Unregistered Sales of Equity Securities and Use of Proceeds, in that such section failed to include all of the unregistered sales of equity securities which occurred during the three months ended March 31, 2026, which were not included in a Current Report on Form 8-K.00019383382026-01-012026-03-3100019383382026-05-15iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-56482

GLOBALTECH CORPORATION

(Exact Name of registrant as specified in its charter)

Nevada		82-3926338
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

3550 Barron Way Suite 13a, Reno, NV 89511

(Address of principal executive offices, including zip code.)

(775) 624-4817

(Telephone number, including area code)

N/A

(Former name, former address, and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒     No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒     No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” and “emerging grown company,” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐     No ☒

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date: 151,071,091 of Common Stock as of May 15, 2026.

Explanatory Note

On May 15, 2026, GlobalTech Corporation (the “Company”) filed its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 (the “Original Form 10-Q”) with the U.S. Securities and Exchange Commission (the “SEC”).

Subsequent to the filing of the Original Form 10-Q, the Company identified certain errors in the disclosure under Part II, Item 2, Unregistered Sales of Equity Securities and Use of Proceeds, in that such section failed to include all of the unregistered sales of equity securities which occurred during the three months ended March 31, 2026, which were not included in a Current Report on Form 8-K.

As such, this Amendment No. 1:

	●	amends and restates Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds of the Original Form 10-Q to include all unregistered sales of securities during the period which were not previously disclosed in a Current Report on Form 8-K; and
	●	files new certifications of our principal executive officer and principal financial officer as exhibits to this Amendment under Item 6 of Part II hereof, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

This Amendment No. 1 does not otherwise change or update any of the disclosures set forth in the Original Form 10-Q, as amended by Amendment No. 1, and does not reflect events occurring after the filing of the Original Form 10-Q.

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Table of Contents

PART II. OTHER INFORMATION

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3
Item 6.	Exhibits	4

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Part II. Other Information

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Securities

There have been no sales of unregistered securities during the quarter ended March 31, 2026, which have not previously been disclosed in a Current Report on Form 8-K, except as discussed below:

On December 12, 2025, the Company entered into an Investor Services Relations Agreement, with ArcStone Branding Inc., which was replaced on February 19, 2026 by another Investor Services Relations Agreement (the “IR Agreement”), pursuant to which the third party agreed to provide investor relations and related services to the Company during the six month term of the agreement, in consideration for cash consideration and a support staff fee and an equity fee consisting of 150,000 restricted shares of common stock, which was contemplated to be issued in six equal monthly tranches of 25,000 shares over a six-month period, each due every 30 days during the term; and an aggregate of 750,000 shares of Company common stock, which are to be earned, vested, deliverable, and non-cancellable in the following tranches: 150,000 shares on the signing date of the agreement; 150,000 shares on the date that is 120 after the effective date (December 12, 2025); 225,000 shares on the date that is 150 days after the effective date (December 12, 2025); and 225,000 shares on the date that is 180 days after the effective date (December 12, 2025), provided that if we terminate the agreement prior to the end of the term, the third party earns all of the shares. A total of 225,000 shares of common stock were issued to ArcStone Branding Inc. pursuant to the agreement on March 10, 2026.

On January 13, 2026, and January 30, 2026, we issued 10,000 and 10,000 shares of common stock, respectively, to an investor relations firm in consideration for investor relations services agreed to be rendered to the Company.

On February 23, 2026, we issued 107,000 shares of common stock to an advisory firm in consideration for advisory services rendered to the Company.

The issuances described above were exempt from registration pursuant to Section 4(a)(2), Rule 506 of Regulation D of the Securities Act and/or Regulation S, since the foregoing issuances did not involve a public offering, the recipient took the securities for investment and not resale, we took appropriate measures to restrict transfer, and each recipient was either (i) a “accredited investor”; (ii) had access to similar documentation and information as would be required in a Registration Statement under the Securities Act; and/or (iii) was a “Non-U.S. Person” who was issued securities in an offshore transaction in accordance with Regulation S. The securities are subject to transfer restrictions, and the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

Use of Proceeds from Sale of Registered Securities

None.

Purchases of Equity Securities by the Issuer and Affiliate Purchasers

None.

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Item 6. Exhibits

The exhibits required to be filed by Item 6 are set forth in, and filed with or incorporated by reference in, the “Exhibit Index” of the Original Form 10-Q. The attached list of exhibits in the “Exhibit Index” sets forth the additional exhibits required to be filed with this Amendment No. 1 and is incorporated herein by reference in response to this item.

Exhibit Number		Description
31.1*		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
31.2*		Certification of Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act
101.INS		Inline XBRL Instance Document (filed herewith)
101.SCH		Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents (filed herewith)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

	GLOBALTECH CORPORATION
Dated: August 13, 2026	By:	/s/ Dana Green
		Dana Green
		Chief Executive Officer and Director
		(Principal Executive Officer)

Dated: August 13, 2026	By:	/s/ Muhammad Azhar Saeed, FCA
		Muhammad Azhar Saeed, FCA
		Chief Financial Officer
		(Principal Financial/Accounting Officer)

5