Current Report Filing (8-k)
May 03 2018 - 4:03PM
Edgar (US Regulatory)
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):
May 3, 2018 (May 1, 2018)
AERKOMM INC.
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(Exact name of registrant as specified in its charter)
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Nevada
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000-55925
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46-3424568
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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923 Incline Way #39, Incline Village, NV 89451
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(Address of principal executive offices)
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(877) 742-3094
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of
the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 May 1
st
, 2018, we entered
into a binding memorandum of understanding (the “Acquisition MOU”) with Cai Mingyu (the “Seller”), on behalf
of our to-be-organized wholly owned subsidiary to be established in Taiwan under the name Aircom Data Processing Co., Ltd (“ADPC”),
pursuant to which we and the Seller agreed to preliminary terms and conditions relating to the acquisition by ADPC of a parcel
of land (the “Parcel”) located at the Taishui Grottoes in the Xinyi District of Keelung City, Taiwan (the “Acquisition”).
The Parcel consists of approximately 6.36 acres of undeveloped land, and the purchase price for the Parcel is NT$1,056,297,507,
or approximately US $36 million (the “Purchase Price”). Pursuant to the terms of the Acquisition MOU, (i) we are required
to pay a refundable deposit (the “Deposit”) equal to 50% of the Purchase Price, or approximately US $18 million, by
June 30, 2018, and (ii) the Purchase Price, including the Deposit, is expected to be funded from the net proceeds from our current
underwritten, best efforts public offering (effective registration statement on Form S-1 on file with the Securities and Exchange
Commission - SEC File No. 333-222208). We may fund the Deposit through multiple payments, if necessary, to reflect amounts raised
in multiple closings of our registered offering. The closing of the Acquisition is conditioned upon the final approval of the Acquisition
by our board of directors and the success of our public offering. If we fail to raise sufficient funds in our public offering to
pay the Deposit by June 30, 2018 or if our board of directors fails to approve the definitive, negotiated purchase and sale agreement
relating to the Acquisition (the “Purchase and Sale Agreement”), the Acquisition MOU will be unconditionally terminated
and the Deposit, to the extent that it had been paid, will be returned to us in cash or in an equivalent amount of securities if
the Seller does not have sufficient cash on hand to return the Deposit in full. The value of any securities so transferred to us
shall be valued by an independent Taiwanese third party, Asset Management Co., Ltd.
Concurrent with the execution of the Acquisition
MOU, we entered into a separate binding memorandum of understanding (the “Lease MOU”), on behalf of ADPC, with Golden
Plate Limited, a Samoa based telecom company (“GPL”), pursuant to which we and GPL agreed to preliminary terms and
conditions relating to the lease by GPL of the Parcel for five years (the “Lease”). GPL intends to build and operate
a data processing center and satellite uplink ground station on the Parcel. Under the terms of the Lease MOU, GPL has agreed to
pay us rent for the Parcel in the amount of NT$70 million (approximately US $2.3 million) per year. The Lease is conditioned on
our completion of the Acquisition of the Parcel, and detailed terms and conditions of the Lease will be set forth in a definitive
lease agreement (the “Lease Contract”) to be negotiated and signed following our completion of the Acquisition.
There can be no assurances that we will
be able to raise sufficient funds in our public offering to pay the Deposit or complete the Acquisition or that our board of directors
will approve the Purchase and Sale Agreement. Further, assuming we do complete the Acquisition, there can be no assurance that
we will be able to successfully negotiate and sign the Lease Contract or that we will be able to generate any revenue from our
ownership and lease of the parcel.
ITEM 9.01. FINANCIAL STATEMENT AND EXHIBITS
(d) Exhibits
The following exhibits are filed herewith:
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.
Date: May 3, 2018
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AERKOMM INC.
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/s/ Y. Tristan Kuo
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Name: Y. Tristan Kuo
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Title: Chief Financial Officer
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