As filed with the Securities and Exchange Commission on February
16, 2023
Registration No.
333-257551
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment Number 2
to
FORM
S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
TPT GLOBAL
TECH, INC.
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(Exact name of registrant as specified in its charter)
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FLORIDA
(State or other jurisdiction of incorporation or organization)
4899
(Primary Standard Industrial Classification Code Number)
81-3903357
(I.R.S. Employer Identification Number)
501 West Broadway, Suite 800, San Diego, CA 92101 / (619)
301-4200
(Address, including zip code, and telephone number, including area
code, of registrant’s principal executive offices)
Stephen Thomas, CEO, 501 West Broadway, Suite 800, San
Diego, CA 92101 / (619) 301-4200
(Name, address, including zip code, and telephone number, including
area code, of agent of service)
Copies of communications to:
Christen Lambert, Attorney at Law
2920 Forestville Rd., Ste 100 PMB 1155
Raleigh, North Carolina 27616
Phone: 919-473-9130
From time to time after the effective date of this
Registration Statement
(Approximate date of commencement of proposed sale to the
public)
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, check
the following box and list the Securities Act Registration
Statement number of the earlier effective Registration Statement
for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act Registration Statement number of the earlier
effective Registration Statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
☐
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See the
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act.
Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☒
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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 7(a)(2)(B) of the Securities
Act. ☐
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities To Be
Registered
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Amount To Be Registered(1)
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Proposed Maximum Offering Price Per Share(2)
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Proposed Maximum Aggregate Offering Price
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Amount of Registration Fee(3)
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Common stock to be offered for resale by selling stockholders
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75,000,000 |
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$ |
0.0134 |
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$ |
1,006,500 |
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$ |
109.81 |
(3)(4) |
______________________
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(1)
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Consists of up to 75,000,000 shares of common stock to be sold to
White Lion Capital, LLC under the Purchase Agreement dated May 28,
2021.
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(2)
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Estimated solely for the purpose of calculating the amount of the
registration fee in accordance with Rule 457(c) under the
Securities Act of 1933 ("the Securities Act") based on the average
of the 5-day average of the high and low prices of the common stock
on July 8, 2021 as reported on the OTCQB.
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(3)
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Based on the average price per share of $0.0134 for TPT Global
Tech, Inc.’s common stock on July 8, 2021 as reported by the OTC
Markets Group. The fee is calculated by multiplying the aggregate
offering amount by .0001091, pursuant to Section 6(b) of the
Securities Act of 1933.
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(4)
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Previously paid $118.65 as part of original filing.
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The registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933 or until the Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a),
may determine.
THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND
MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE
REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION IS DECLARED EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY
THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
DEREGISTRATION OF SECURITIES
In accordance with its undertakings, TPT Global Tech, Inc.
(“Issuer”) hereby removes from registration by means of this
post-effective amendment all of the securities being registered
which remain unsold as the offering has been terminated. The shares
removed from registration include all remaining shares under the
Purchase Agreement. 29,000,000 shares were sold under the
Registration Statement and 46,000,000 shares remain unsold. The
Issuer is withdrawing the 46,000,000 shares from registration
because the Issuer does not intend to sell any further shares to
Purchaser under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly authorized this amendment to its Registration
Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of San Diego, State of California on
February 16, 2023.
TPT GLOBAL TECH, INC.
/s/ Stephen J. Thomas, III
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February 16, 2023
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Stephen J. Thomas, III
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(Chief Executive Officer, President, and Chairman of the Board and
Principal Executive Officer)
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/s/ Gary L. Cook
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February 16, 2023
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Gary L. Cook
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(Chief Financial Officer and Principal Accounting Officer)
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In accordance with the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates stated.
/s/ Stephen J. Thomas, III
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February 16, 2023
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Stephen J. Thomas, III, Chief Executive Officer, President and
Chairman of the Board
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/s/ Gary L. Cook
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February 16, 2023
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Gary L. Cook, Chief Financial Officer
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/s/ Richard Eberhardt
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February 16, 2023
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Richard Eberhardt, Director
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/s/ Arkady Shkolnik
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February 16, 2023
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Arkady Shkolnik, Director
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/s/ Reginald Thomas
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February 16, 2023
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Reginald Thomas, Director
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/s/ John F. Wharton
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February 16, 2023
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John F. Wharton, Director
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