Form 8-K - Current report

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): January 2, 2024

GLOBAL TECHNOLOGIES, LTD

(Exact Name of Registrant as Specified in Charter)

Delaware

000-25668

86-0970492

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

8 Campus Dr., Suite 105, Parsippany, NJ 07054

(Address of Principal Executive Office) (Zip Code)

(973) 233-5151

(Registrant’s Telephone Number, Including Area Code)

(Former name or former address, if changed since last report)

Not Applicable

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 (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share		GTLL		OTC Markets “PINK”

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 7.01 Regulation FD Disclosure

On January 2, 2024, the Company issued a press release announcing that it had entered into a letter of intent to acquire GOe3, LLC. A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press release dated January 2, 2024
104		Cover 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 thereunto duly authorized.

	GLOBAL TECHNOLOGIES, LTD

Date: January 2, 2024	By:	/s/ Fredrick Cutcher
	Name:	Fredrick Cutcher
	Title:	Chief Executive Officer

Exhibit 99.1

Global Technologies, Ltd. Enters into Letter of Intent to Acquire EV Space Company, GOe3, LLC

Parsippany, NJ January 2nd 2024-Global Technologies, Ltd. (OTC Pink:GTLL), a company with operations in the acquisition and redevelopment of distressed properties, is pleased to announce that the Company will expand its operations by entering into the EV space through its execution of a non-binding Letter of Intent (“LOI”) to acquire GOe3, LLC (“GOe3”).

The LOI sets forth the proposed terms and conditions pursuant to which the Company and GOe3 intend to effect a business combination, as a result of which GOe3 will conduct business as a wholly-owned subsidiary of the Company (“Proposed Transaction”). The Company anticipates that the Proposed Transaction will be structured as a share-for-share exchange, with the Company’s shareholders retaining 30% and GOe3 receiving 70% of the combined Company. The Company will designate a new preferred stock to issue to the GOe3 members in exchange for the membership units. At Closing, Bruce Brimacombe will be named the Company’s President and appointed to the Company’s Board of Directors. Promptly following the closing, the Company will adopt a plan to apply for an uplist to a national exchange or the NASDAQ.

“This is an exciting and important time at the Company,” stated Fredrick Cutcher, Chief Executive Officer of Global Technologies. “With an expected infusion of capital with the Proposed Transaction, Global Technologies should be well positioned to accelerate its new revenue opportunities in the EV space.”

The Proposed Transaction has been approved by the Board of Directors of the Company and the Managing Members of GOe3 and is expected to close in the first quarter of CY 2024. The Transaction will be considered a “reverse merger” because the members of GOe3 will own more than a majority of the outstanding common stock of the Company following completion of the Proposed Transaction.

About GOe3, LLC

GOe3, LLC (“GOe3”) began operations on February 12, 2000. GOe3 intends on building and operating a network of universal electric vehicle (“EV”) charging stations within 45-75 miles of selected interstate highways across the U.S. GOe3 believes its patent-pending charging station design will be a vital component to the electric vehicle charging station expansion.

The GoE3 Platform includes:

	●	GOe3’s Unique, Universal 50+ kW Combination Level 2/3 E³EV Charging Station
	●	GOe3 Integrated Solar Deployment
	●	GOe3 Travel Phone App and Integrated Business/Consumer Portals

Highlights:

	●	Multiple patents pending, including networking charging stations;
	●	Ability to charge any EV manufactured at the fastest possible rate (CHAdeMO, SAE quick charge when available, J1772, and Tesla supported);
	●	Proprietary advertising/coupon portal supports geo-targeted marketing for surrounding businesses, creating exponential revenue potential; and
	●	Phone App/Business Portal capitalizes on industry unique features to generate revenue e.g. hotel booking commissions, coupon revenue, business services revenue, user friendly data mining, sponsorships, and more.

Additional information about the GOe3 can be found at www.goe3.com.

About Global Technologies, Ltd.:

Global Technologies, Ltd. (OTC Pink: GTLL) is a publicly traded company with a strong focus on entering new markets including the acquisition and redevelopment of distressed properties. The company seeks to capitalize on underutilized or undervalued assets, creating opportunities for growth, and delivering exceptional value to shareholders.

Contact:

Global Technologies, Ltd

(973) 233-5151

info@globaltechnologiesltd.info

Cover	Jan. 02, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 02, 2024
Entity File Number	000-25668
Entity Registrant Name	GLOBAL TECHNOLOGIES, LTD
Entity Central Index Key	0000932021
Entity Tax Identification Number	86-0970492
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	8 Campus Dr.
Entity Address, Address Line Two	Suite 105
Entity Address, City or Town	Parsippany
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07054
City Area Code	(973)
Local Phone Number	233-5151
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	GTLL
Entity Emerging Growth Company	false