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.
(Exact name of registrant as specified in its charter)

 

Nevada   000-55925   46-3424568
(State or other jurisdiction
of incorporation) 		  (Commission File Number)   (IRS Employer
Identification No.)

 

923 Incline Way #39, Incline Village, NV 89451
(Address of principal executive offices)

 

(877) 742-3094
(Registrant's telephone number, including area code)

 

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

 

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))

 

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:

 

Exhibit No.   Description of Exhibit
10.1   Purchase Memorandum of Understanding dated May 1, 2018 by and between the Registrant and Cai Mingyu (Official Chinese Version)
10.2   Purchase Memorandum of Understanding dated May 1, 2018 by and between the Registrant and Cai Mingyu (Unofficial English Translation)
10.3   Lease Memorandum of Understanding dated May 1, 2018 by and between the Registrant and Golden Plate Limited (Official Chinese Version)
10.4   Lease Memorandum of Understanding dated May 1, 2018 by and between the Registrant and Golden Plate Limited (Unofficial English Translation)

 

1

 

 

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 AERKOMM INC.
   
  /s/ Y. Tristan Kuo
  Name: Y. Tristan Kuo
  Title:   Chief Financial Officer

 

 

2

 

 

Exhibit 10.1

 

 

 

 

 

 

 

 

 

Exhibit 10.2

 

Acquisition Memorandum of Understanding

 

Principal and beneficiary: Cai Mingyu

 

Trustee: Shengyang Development Industry Co., Ltd. (hereinafter referred to as “Seller”)

 

Aerkomm Inc., on behalf of a wholly owned subsidiary to be established in Taiwan

 

Aircom Data Processing Co., Ltd. (hereinafter referred to as "Buyer")

 

Both parties agree to the following preliminary terms and conditions relating to the purchase and sale of the Property:

 

1. The Property: The land is located at: No. 89-18 Taishui Grottoes in Xinyi District, Keelung City. The scope of the rights is all, and the area is 7,690.46 pings (each ping is equal to 35.59 sq. ft.) (based on land registration record with local land administration agencies; if the land is merged or divided in the future, the new site number shall prevail).

 

2. Purchase Price: Seller and Buyer agree to One thousand and fifty-six million and two hundred ninety-seven thousand five hundred and seven New Taiwan dollars (NT$1,056,297,507) as the total purchase price.

 

3. This transaction is subject to the approval by the Board of Directors of Aerkomm Inc., the US parent company of Buyer, and Buyer's payment will be funded by the net proceeds of Aerkomm Inc.’s public offering. The parties agree that Buyer shall pay Seller 50% of the Purchase Price in multiple payments as refundable deposits toward and applicable to the Purchase Price by June 30, 2018 (the “Deposit”), subject to Aerkomm Inc.’s fundraising situation.

 

4. If Aerkomm Inc. raises sufficient capital to purchase the Property, Buyer shall pay Seller the Deposit by June 30, 2018, and subject to the approval by the Board of Directors of Aerkomm Inc., both parties will sign a definitive Purchase and Sale Agreement at a later date. However, if Aerkomm Inc. fails to raise sufficient capital to pay Seller the Deposit by June 30, 2018, or if Aerkomm Inc.’s Board of Directors fails to approve the Purchase and Sale Agreement, both parties agree to unconditionally terminate this memorandum, and Seller shall return the Deposit to Buyer without interest, or return the equivalent securities of the same amount as Buyer had paid. For the determination of the value of securities, both parties agree that the acquisition of Asset Management Co., Ltd. shall prevail.

 

5. All documents necessary for Seller to handle the transfer of ownership shall be delivered by Seller to both parties’ designated escrow agents Chascord Law Firm and Minghui Law Firm before Buyer issues the payment order.

 

6. Details of Seller's bank account are as follows:

 

Receiving bank:

 

Swift Code:

 

Payee Name:

 

Payee account number:

 

 

 

 

7. Miscellaneous Provisions:

 

(1) The addresses set out in this Agreement are the places of service for the negotiation of mutual notice. If this agreement is returned due to refusal or non-delivery, they will be regarded as the date of service on the date of the first postal delivery.

 

(2) If Seller is acting on behalf of other party(s), the signer guarantees that the signer has obtained all the necessary authorization. If the authorization was not properly obtained, the signer will assume all legal responsibilities.

 

(3) The subject matter of the transaction in this contract includes the land and all above ground facilities.

 

(4) If there is any incompletion or incompliance in this agreement of local law, this agreement will be updated by both parties in accordance with the compliance of the local norms and government decrees.

 

(5) If any disputes arise under or in connection with this MOU, both parties agree this MOU will be governed by and construed using the Taipei District Court of Taiwan without giving effect to Taiwan conflict of law provisions or to presumptions favoring either Party.

 

(6) Two copies of this agreement shall be received by both parties, Seller and Buyer, and shall take effect on the date of the signing of both parties.

 

Seller : Principal and beneficiary: Cai Mingyu (signature)

Identity card number:

 

/s/ Cai Mingyu

 

Trustee: Shengyang Development Industry Co., Ltd.

Legal Agent: Tian Qixiang

Unified Number: 70777671

 

Buyer: Aerkomm Inc.

Legal Agent: by Jeffrey Wun (CEO)

 

/s/ Jeffrey Wun

 

Aerkomm Inc., on behalf of a wholly owned subsidiary to be established in Taiwan.

Aircom Data Processing Co., Ltd. Legal Agent:

 

May 1 st , 2018

 

 

 

Exhibit 10.3

 

 

Exhibit 10.4

 

Memorandum of Understanding

 

Aircom Data Processing Co., Ltd. (hereinafter referred to as “Lessor”) and

 

GOLDEN PLATE LIMITED (hereinafter referred to as “Lessee”)

 

Both parties agree to the following preliminary terms and conditions relating to the lease of land for the construction of a data processing center and satellite uplink base station

 

1. Lease subject: Land located at No. 89-18 of the Dashui Grottoes in Xinyi District, Keelung City. The scope of the rights is all, and the area is 7,690.46 pings(each pings equal 35.59 sq ft.) (based on land registration record with local land administration agencies; if the land is merged or split later, The new site number will prevail.)

 

2. As Lessor is planning to have a data processing center and satellite uplink base stations on the land at the Taishui Grottoes in Xinyi District of Keelung City, Lessee wishes to lease from Lessor the property No.89-18 of the Dashui Grottoes in Xinyi District, Keelung City, to construct next-generation satellite uplink base stations and data processing centers.

 

3. Lessee intends to lease the land No. 89-18 of the Dashui Grottoes in Xinyi District, Keelung City from Lessor as the planned area for the data processing center at an annual price of NT$70 million, and to construct a 45,000 MMIPS Data Processing Center and Far Eastern satellite uplink base station.

 

4. The period of tenancy will be five years.

 

5. The parties expect to sign a formal lease contract after Lessor purchases the land.

 

6. Miscellaneous Provisions:

 

(1) The addresses set out in this Agreement are the places of service for the negotiation of mutual notice. If this agreement is returned due to refusal or non-delivery, they will be regarded as the date of service on the date of the first postal delivery.

 

(2) If Seller is acting on behalf of other party(s), the signer guarantees that the signer has obtained all the necessary authorization. If the authorization was not properly obtained, the signer will assume all legal responsibilities.

 

(3) The subject matter of the lease of this contract includes the land and all above ground facilities.

 

(4) If there is any incompletion or incompliance in this agreement of local law, this agreement will be updated by both parties in accordance with the compliance of the local norms and government decrees.

 

(5) If any disputes arise under or in connection with this MOU, both parties agree this MOU will be governed by and construed using the Taipei District Court of Taiwan without giving effect to Taiwan conflict of law provisions or to presumptions favoring either Party.

 

(6) Two copies of this agreement shall be received by each party, Lessor and Lessee, and shall take effect on the date of the signing of both parties.

 

 

 

 

Party A: Aircom Data Processing Co., Ltd.  
   
Legal Agent: by Jeffrey Wun (CEO) 
   
/s/ Jeffrey Wun  
   
Aerkomm Inc., on behalf of a wholly owned subsidiary to be established.

 

Party B: GOLDEN PLATE LIMITED   
   
/s/ Golden Plate Limited   
   
Legal Agent:   
   
May 1 st , 2018