Transglobal (TMGI) inks $2.5M Apache Creek golf course asset deal

Rhea-AI Filing Summary

Transglobal Management Group, Inc. agreed to acquire substantially all assets of the Apache Creek Golf Course business in Arizona for $2,500,000. The price includes a $200,000 deposit already paid, $300,000 in cash due on or before April 30, 2026, and $2,000,000 due on or before June 30, 2026.

Ownership and possession of the purchased assets transferred to Transglobal upon payment of the initial deposit, but if the remaining payments are not made on time, the seller may keep the deposit and ownership will revert. The company is acquiring equipment, inventory, improvements, goodwill and other operational assets and will operate the business at its current location under rights tied to the seller’s existing leasehold interests.

Insights

M&A and corporate finance analyst

Transglobal is using a staged $2.5M structure to acquire a golf course business, with reversion risk if payments lapse.

The company agreed to buy substantially all assets of the Apache Creek Golf Course business for $2,500,000, with ownership passing after a $200,000 deposit. Additional installments of $300,000 and $2,000,000 are due by April 30, 2026 and June 30, 2026.

The structure effectively gives Transglobal operational control early while financing most of the consideration over time. However, if it fails to meet the scheduled payments, the seller may retain the deposit and recover the assets, which concentrates execution and liquidity risk around those dates.

The assets include equipment, inventory, improvements and goodwill, with operations continuing at the current location through rights linked to existing leasehold interests. Future disclosures may clarify how this golf course business contributes to revenue, margins and cash flow once integrated.

8-K Event Classification

2 items: 1.01, 9.01

2 items

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 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Total purchase price: $2,500,000 Deposit paid: $200,000 Cash due by April 30, 2026: $300,000 +3 more

6 metrics

Total purchase price $2,500,000 Asset acquisition of Apache Creek Golf Course business

Deposit paid $200,000 Previously paid to trigger asset transfer

Cash due by April 30, 2026 $300,000 Second installment of purchase price

Final payment due by June 30, 2026 $2,000,000 Remaining purchase price obligation

Purchase Agreement date April 1, 2026 Date of main asset purchase agreement

Amendment Agreement date April 10, 2026 Date of amendment and clarification agreement

Key Terms

Material Definitive Agreement, goodwill, leasehold interests, indemnification provisions

4 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

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.

goodwill financial

"including equipment, inventory, improvements, goodwill, and other operational assets."

Goodwill is the extra value a buyer pays for a company above the measurable worth of its buildings, inventory and other tangible items, reflecting things like brand reputation, customer loyalty and expected future profits. Think of paying more for a café because of its famous name and regulars rather than its furniture alone. It matters to investors because changes in goodwill — for example a write-down if expected benefits don’t materialize — can reduce reported earnings and signal that past acquisitions aren’t delivering as hoped.

leasehold interests financial

"pursuant to rights associated with the underlying leasehold interests, which remain in the name of the Seller."

indemnification provisions regulatory

"The Agreements contain customary representations and warranties, covenants, and indemnification provisions."

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): April 1, 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: (602) 989-4653

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.

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

10.2        Amendment and Clarification Agreement, dated April 10, 2026, between Transglobal Management Group, Inc. and Dalston LLP

104        Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

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

3

FAQ

What business is Transglobal Management Group (TMGI) acquiring in this 8-K?

Transglobal Management Group is acquiring substantially all assets of the Apache Creek Golf Course business in Apache Junction, Arizona. The deal covers tangible and intangible assets used to run the golf course as a going concern, including equipment, inventory, improvements, goodwill and other operational assets.

What is the total purchase price Transglobal (TMGI) will pay for the Apache Creek Golf Course assets?

The total purchase price is $2,500,000. It includes a previously paid $200,000 deposit, $300,000 in cash due on or before April 30, 2026, and the remaining $2,000,000 payable on or before June 30, 2026, under the agreements with Dalston LLP.

When did ownership of the Apache Creek Golf Course assets transfer to Transglobal Management Group?

Ownership and possession of the purchased assets transferred to Transglobal when it paid the initial $200,000 deposit. This transfer occurred under the terms of the purchase and amendment agreements, even though most of the $2,500,000 consideration remains payable in later installments.

What happens if Transglobal (TMGI) fails to pay the remaining purchase price on time?

If Transglobal does not pay the remaining amounts by the agreed deadlines, the seller may retain the $200,000 deposit and ownership of the purchased assets will revert to the seller. This gives Dalston LLP protection if the staged payments are not completed on schedule.

How will Transglobal operate the Apache Creek Golf Course after the acquisition?

Transglobal will operate the golf course business at its current Apache Junction location. It will do this through rights associated with the underlying leasehold interests, which remain in the seller’s name, while using the acquired equipment, inventory, improvements, goodwill and other operational assets.

What agreements did Transglobal Management Group sign with Dalston LLP?

Transglobal signed a Purchase Agreement dated April 1, 2026, and an Amendment and Clarification Agreement dated April 10, 2026. Together they govern the $2,500,000 asset acquisition, including payment timing, asset transfer, representations, warranties, covenants and indemnification provisions between the parties.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 PURCHASE AGREEMENT 20.8 KB
• EX-10.2 AMENDMENT AND CLARIFICATION AGREEMENT 27.9 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB