Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): November 27, 2024

GBT TECHNOLOGIES INC.

(Exact name of small business issuer as specified in its charter)

Nevada	000-54530	27-0603137
(State or other jurisdiction of incorporation or organization)	Commission File Number	(I.R.S. Employer Identification No.)

8557 N West Knoll Dr. West Hollywood CA 90069

(Address of principal executive offices) (Zip code)

Registrant’s telephone number including area code: 888-685-7336

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 (see General Instructions A.2. below):

☐ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐

Securities registered pursuant to Section 12(b) of the Act: Not applicable.

Title of each class	Trading Symbol	Name of each exchange on which registered
Not applicable.

Item 8.01 Other Items

On November 27, 2024, GBT Technologies, Inc. (“the Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein, announcing it entered into non-binding agreements to acquire real estate interests in Nexus Workspace properties and to acquire a related Nexus Workspace intellectual property portfolio

The information in this Item 8.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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 Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by reference in such a filing. Furthermore, the furnishing of information under Item 8.01 of this Current Report on Form 8-K is not intended to constitute a determination by the Company that the information contained herein, including the exhibits hereto, is material or that the dissemination of such information is required by Regulation FD.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:

Exhibit Number	Description
99.1	Press Release dated November 27, 2024.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GBT TECHNOLOGIES INC.

	By:	/s/ Mansour Khatib
	Name:	Mansour Khatib
	Title:	Chief Executive Officer

Date: December 2, 2024

EXHIBIT 99.1

GBT Technologies announce Agreement for Planned Acquisition of Nexus Workspaces from CGI

MIAMI, FLORIDA, November 27, 2024 – GBT Technologies, Inc. (“GBT”) has entered into non-binding agreements to acquire real estate interests in Nexus Workspace properties and to acquire a related Nexus Workspace intellectual property portfolio. As part of this strategic transaction, entities owned directly or indirectly by CGI Fund I, LP (“CGI”) will be selling their interests in Nexus Workspace properties to GBT through a phased acquisition process.

Under the agreements, GBT, through its wholly owned subsidiary to be incorporated, Nexus Workspace Holdings, Inc. (“NH”), will acquire Nexus Workspace’s Florida-based properties, including flagship locations in Wellington, West Palm Beach, Stuart, Boynton Beach, and Boca Raton. Nexus Workspace provides modern, flexible office solutions, serving over 800 members with offerings such as private offices, shared workspaces, virtual offices, and conference rooms. Amenities include 24/7 access, high-speed internet, and fitness centers, positioning Nexus as a leader in adaptable workspace solutions.

“These agreements mark a new chapter for the Nexus brand,” said Raoul Thomas, CEO of CGI Merchant Group. “By aligning with GBT Technologies, we are not only ensuring the continued growth of Nexus but also unlocking the potential to redefine workspaces with innovative strategies. This expected sale underscores our commitment to delivering value to all stakeholders and fostering long-term success.”

The agreements contemplate a phased transaction structure, starting with GBT acquiring 49% ownership of Nexus properties in Wellington, West Palm Beach, and Stuart, followed by full ownership across the portfolio. Plans are also underway to spin off Nexus Workspace Holdings into an independent public entity, enabling GBT shareholders to benefit directly from its success. The parties are working expeditiously to complete binding agreements prior to year-end.

“Nexus Workspace represents an incredible opportunity for growth, innovation, and operational excellence,” said Mansour Khatib, CEO of GBT Technologies. “This expected acquisition and planned spin-off allow us to integrate income-producing assets into a public company while leveraging Nexus’s market presence and strategic locations to adapt to the evolving workplace environment.”

Transaction Advisor - The Transaction Advisor in the creation of the group structure, and investment banking services was Wertheim & Company LLC, which has recently commenced operations under the brand name of its Predecessor Entity.

About GBT Technologies, Inc.

GBT Technologies, Inc. is a publicly traded company specializing in high-tech solutions, innovative platforms, and strategic investments across diverse industries. GBT is committed to growth and delivering long-term shareholder value.

About Nexus Workspace Properties

Nexus Workspace Properties manages premier real estate and intellectual property assets, providing modern workspace solutions tailored to today’s business demands. Their offerings include private offices, shared workspaces, and virtual office services.

Forward-Looking Statements

Certain statements contained in this press release may constitute “forward-looking statements”. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Actual results may differ materially from those indicated by such forward-looking statements because of various important factors. In addition to these factors, actual future performance, outcomes, and results may differ materially because of more general factors including (without limitation) general industry and market conditions and growth rates, economic conditions, governmental and public policy changes, the Company’s ability to raise capital on acceptable terms, if at all, the Company’s successful development of its real estate portfolio. The forward-looking statements included in this press release represent the Company’s views as of the date of this press release and these views could change. However, while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of the press release

Contact

GBT Technologies, Inc.
info@gbtti.com
Nexus Workspaces
Investor@cgimg.com

Cover	Nov. 27, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 27, 2024
Entity File Number	000-54530
Entity Registrant Name	GBT TECHNOLOGIES INC.
Entity Central Index Key	0001471781
Entity Tax Identification Number	27-0603137
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	8557 N West Knoll Dr.
Entity Address, City or Town	West Hollywood
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90069
City Area Code	888
Local Phone Number	685-7336
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false