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All-stock CSTI deal gives Transglobal (TMGI) a golf software platform

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(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Transglobal Management Group, Inc. completed an all-stock acquisition of Continuum Software Technologies, Inc. on March 20, 2026, issuing 50,645,000 shares of its common stock in exchange for all outstanding CSTI shares. CSTI brings a cloud-based, all-in-one golf management software platform serving public courses, municipalities, and multi-course operators, integrating tee sheet management, point-of-sale, payments, marketing, reporting, and hardware. The shares were issued in a private transaction to CSTI shareholders that the company believes qualifies for an exemption from SEC registration under Section 4(2) of the Securities Act.

Positive

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Insights

Transglobal uses stock to buy CSTI’s golf software platform in a private deal.

Transglobal Management Group acquired all shares of Continuum Software Technologies via a share exchange for 50,645,000 new common shares. In return, Transglobal gains CSTI’s cloud-based golf course management platform, which targets public courses, municipalities, and larger multi-course operators.

The consideration is entirely in equity, so cash outlay is avoided but existing shareholders now share ownership with CSTI holders. The company structured the issuance as an unregistered private offering, relying on Section 4(2) with investors characterized as accredited or financially sophisticated.

The strategic value will depend on how effectively Transglobal markets the CSTI platform to large U.S. golf operators and integrates it into its broader strategy. Subsequent filings may provide financial details on CSTI’s contribution and any changes in ownership structure following the 50,645,000-share issuance.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Share consideration 50,645,000 shares Transglobal common stock issued for CSTI acquisition on March 20, 2026
Share Exchange Agreement financial
"entered into a Share Exchange Agreement (the “Agreement”) to acquire all of the outstanding shares"
A share exchange agreement is a legal deal where shareholders trade their shares in one company for shares in another, commonly used in mergers, acquisitions or corporate reorganizations. Think of it like swapping ownership cards in a game: the swap can change who controls the business, how many shares each person owns, and the value and liquidity of those holdings, so investors need to understand the exchange ratio, potential dilution and long-term impact on value and voting power.
Material Definitive Agreement regulatory
"Item 1.01 Entry into a Material Definitive Agreement On March 20, 2026"
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
Unregistered Sales of Equity Securities regulatory
"Item 3.02 Unregistered Sales of Equity Securities On March 20, 2026"
accredited investors financial
"Each of the shareholders of CSTI are either “accredited investors” as defined pursuant to Rule 501 of Regulation D"
Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.
Regulation D regulatory
"“accredited investors” as defined pursuant to Rule 501 of Regulation D"
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
Section 4(2) of the Securities Act of 1933 regulatory
"issuance of the TMGI Common Stock ... was exempt from registration ... pursuant to Section 4(2) of the Securities Act of 1933"
Understanding 8-K Material Events →
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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): March 20, 2026

 

 

TRANSGLOBAL MANAGEMENT GROUP, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

Florida 000-54163 26-2091212
(State of Other Jurisdiction (Commission File (IRS Employer
Of Incorporation) Number) Identification No.)

 

7901 4th Street North, Suite 4887

St. Petersburg, Florida

 

33702

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (800) 351-3021

 

 

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:

 

☐ Written communications pursuant to Rule 425 under the Securities Act

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

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

 

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

 

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 ☐

 

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 March 20, 2026, Transglobal Management Group, Inc., a Florida corporation (hereafter, the “Company”) entered into a Share Exchange Agreement (the “Agreement”) to acquire all of the outstanding shares of Continuum Software Technologies, Inc., a Wyoming corporation (hereafter, “CSTI”), in exchange for 50,645,000 shares of common stock (the “TMGI Common Stock”) of the Company (such transaction is hereafter referred to as the “Acquisition”). CSTI possesses a cloud-based, all-in-one golf management software platform (the “CSTI Platform”) built and designed from the suggestions of golf course operators themselves. The CSTI Platform can be offered to public golf courses, municipalities, and multi-course operators. The CSTI Platform unifies tee sheet management, retail, food-and-beverage point-of-sale, integrated payments, waitlist automation, marketing tools, identity verification, reporting, and a suite of modern hardware solutions. TMGI’s Acquisition of CSTI and the CSTI Platform will allow TMGI to market this technology to large golf operators in the United States. The Agreement is attached hereto as Exhibit 10.1.

 

Item 2.01 Completion of Acquisition or Disposition of Assets

 

On March 20, 2026, the Company completed the Acquisition as described in Item 1.01 above.

 

Item 3.02 Unregistered Sales of Equity Securities

 

On March 20, 2026, the Company issued the TMGI Common Stock to the shareholders of CSTI in connection with the Acquisition described in Item 1.01 above. Each of the shareholders of CSTI are either “accredited investors” as defined pursuant to Rule 501 of Regulation D or have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of receiving the TMGI Common Stock. No solicitation was made and no underwriting discounts were given or paid in connection with this transaction. The Company believes that the issuance of the TMGI Common Stock in connection with the Acquisition was exempt from registration with the Securities and Exchange Commission pursuant to Section 4(2) of the Securities Act of 1933.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

 

10.1Share Exchange Agreement between Transglobal Management Group, Inc. and Continuum Software Technologies, Inc. date March 20, 2026
  
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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.

 

    Transglobal Management Group, Inc.
     
Date: May 27, 2026   By: /s/ Kelly L. Kirchhoff
    Kelly L. Kirchhoff
    Chief Executive Officer

 

 

 

 

 2 

Source: View Original Filing on SEC EDGAR

FAQ

What acquisition did Transglobal Management Group (TMGI) complete in March 2026?

Transglobal Management Group completed the acquisition of Continuum Software Technologies, Inc. on March 20, 2026. The deal was structured as a share exchange, giving Transglobal all CSTI shares in return for 50,645,000 newly issued Transglobal common shares.

How many shares did TMGI issue for the Continuum Software Technologies acquisition?

Transglobal Management Group issued 50,645,000 shares of its common stock to acquire Continuum Software Technologies. These new shares were exchanged for all outstanding CSTI shares, making CSTI a wholly owned subsidiary and paying the consideration entirely in Transglobal equity.

What does CSTI’s golf management software platform provide to Transglobal (TMGI)?

CSTI contributes a cloud-based, all-in-one golf management software platform to Transglobal. It integrates tee sheet management, retail and food-and-beverage point-of-sale, payments, marketing tools, waitlist automation, reporting, and hardware, aimed at public courses, municipalities, and multi-course golf operators.

How were the TMGI shares issued in the CSTI acquisition treated under securities laws?

The shares were issued as an unregistered sale of equity securities in connection with the acquisition. Transglobal believes the issuance qualifies for an exemption from SEC registration under Section 4(2) of the Securities Act, with CSTI holders deemed accredited or financially sophisticated.

Why does Transglobal (TMGI) see strategic value in acquiring CSTI and its platform?

Transglobal states that acquiring CSTI and its platform will let it market this golf management technology to large U.S. golf operators. The combination targets public courses, municipalities, and multi-course operators by offering integrated software and hardware for their daily operations.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents