SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This prospectus contains forward-looking statements. These forward-looking statements contain information about our expectations, beliefs or intentions regarding our product development and commercialization efforts, business, financial condition, results of operations, strategies or prospects, and other similar matters. These forward-looking statements are based on management’s current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. These statements may be identified by words such as “expects,” “plans,” “projects,” “will,” “may,” “anticipates,” “believes,” “should,” “intends,” “estimates,” and other words of similar meaning.

 

These statements relate to future events or our future operational or financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the section titled “Risk Factors” and elsewhere in this prospectus, in any related prospectus supplement and in any related free writing prospectus.

 

Any forward-looking statement in this prospectus, in any related prospectus supplement and in any related free writing prospectus reflects our current view with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our business, results of operations, industry and future growth. Given these uncertainties, you should not place undue reliance on these forward-looking statements. No forward-looking statement is a guarantee of future performance. You should read this prospectus, any related prospectus supplement and any related free writing prospectus and the documents that we reference herein and therein and have filed as exhibits hereto and thereto completely and with the understanding that our actual future results may be materially different from any future results expressed or implied by these forward-looking statements. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

 

This prospectus, any related prospectus supplement and any related free writing prospectus also contain or may contain estimates, projections and other information concerning our industry, our business and the markets for our products, including data regarding the estimated size of those markets and their projected growth rates. We obtained the industry and market data in this prospectus from our own research as well as from industry and general publications, surveys and studies conducted by third parties. This data involves a number of assumptions and limitations and contains projections and estimates of the future performance of the industries in which we operate that are subject to a high degree of uncertainty, including those discussed in “Risk Factors.” We caution you not to give undue weight to such projections, assumptions and estimates. Further, industry and general publications, studies and surveys generally state that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe that these publications, studies and surveys are reliable, we have not independently verified the data contained in them. In addition, while we believe that the results and estimates from our internal research are reliable, such results and estimates have not been verified by any independent source.

 

   

PROSPECTUS SUMMARY

 

The following summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that may be important to you. You should read this entire prospectus carefully, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Company’s historical financial statements and related notes included elsewhere in this prospectus. In this prospectus, unless otherwise noted, the terms “the Company,” “Charge,” “we,” “us,” and “our” refer to Charge Enterprises, Inc. and its subsidiaries.

 

Overview

 

Our Company consists of a portfolio of global businesses with the vision of connecting people everywhere with communications and electric-vehicle charging (“EV”) infrastructure. We believe the rise of new developing technologies in both industries offers us a unique growth opportunity. Our strategy focuses on acquiring businesses with operations geared toward such technologies’ development to revolutionize the telecommunications and EV infrastructure industries with our global portfolio.

 

Our Communications Division

 

Our Communications division (“Communications”) with a strategy to offer Unified Communication as a Service (UCaaS) and Communication as a Platform Service (CPaaS), providing termination of both voice and data to Carriers and Mobile Network Operators (MNO’s) globally for over 2 decades.

 

Our Communications division offers services through PTGi International Carrier Services Inc. (“PTGi”), our wholly-owned subsidiary. We acquired PTGi pursuant to a stock purchase agreement dated October 2, 2020, entered into with the shareholders of PTGi in which we acquired 100% of the outstanding voting securities of PTGi in consideration for $1,000,000 (the “PTGi Acquisition”). The PTGi Acquisition closed on October 31, 2020.

 

Our Infrastructure Division

 

Our Infrastructure division (“Infrastructure”) addresses EV technologies developing a more accessible framework through the division’s installation and maintenance of portable power banks, micro-mobility docking and charging stations.

 

Our Infrastructure division offers services through GetCharged Inc. (“GetCharged”), our wholly-owned subsidiary. We acquired GetCharged pursuant to a stock acquisition agreement dated September 25, 2020 entered into with the shareholders of GetCharged, in which we acquired 100% of the outstanding voting securities of GetCharged in exchange for 60,000,000 shares of our common stock (the “GetCharged Acquisition”). The GetCharged Acquisition closed on October 12, 2020.

 

Our Investment Division

 

Our Investment division (“Investment”) focuses on opportunities related to our global portfolio to expand our vision’s impact. We aim to invest in opportunities that would compliment our two operating divisions in addition to marketable securities, including money markets funds and other listed securities. Our Investment division provides services aimed at offsetting the overall cost of capital.

 

We offer our Investment services through our wholly-owned subsidiary, Charge Investments (“CI”).

 

Recent Developments

 

 We acquired 100% of the outstanding equity interests in Transworld Enterprises, Inc. (“Transworld”) in exchange for 1,000,000 shares of its Series D preferred stock (the “Series D Preferred”), and 1,000,000 shares of its Series F preferred stock (the “Series F Preferred”), pursuant to a stock acquisition agreement dated May 8, 2020. The Series D Preferred is convertible into 80% of our shares of issued and outstanding common stock upon consummation of a reverse stock split. The Series F Preferred is convertible at the holder’s option into 80% of our shares of issued and outstanding common stock, on an as converted basis. In connection with the transaction all prior officers and directors of resigned and we appointed new officers and directors from Transworld.

 

On October 1, 2020 we filed a Certificate of Amendment with the Colorado Secretary of State reflecting a 500:1 reverse stock split and our conversion of our state of incorporation from Colorado to Delaware. In connection with such corporate conversion: (i) we changed our name from “GoIP Global, Inc.” to “Transworld Holdings, Inc.”; (ii) we converted all preferred stock, with the exception of the Series F Preferred, that were issued and outstanding prior to the conversion into shares of common stock; and (iii) the Series F Preferred converted in shares of Series A preferred stock (the “Series A Preferred”). The transactions described above were approved by FINRA on October 2, 2020 and became effective on the OTC Pink trading market at the open of trading on October 6, 2020.

 

We entered into a securities purchase agreement dated November 3, 2020 with Arena, pursuant to which we issued convertible notes in an aggregate principal amount of $3.8 million for an aggregate purchase price of $3.5 million (the “November 2020 Notes” and, together with the May 2020 Notes the “ Arena Notes”). In connection with the issuance of the November 2020 Notes, we issued 903,226 shares of common stock to Arena.

 

We entered into a securities purchase agreement dated December 8, 2020 with certain accredited investors, pursuant to which we issued an aggregate of 8,700,002 shares of common stock for an aggregate purchase price of $2,175,000.

 

We filed a Certificate of Amendment with the Delaware Secretary of State on January 26, 2021 to reflect we changed our name from Transworld Holdings, Inc. to Charge Enterprises, Inc.

 

Our wholly-owned subsidiary, Charge Infrastructure, Inc., entered into aa securities purchase agreement, dated May 7, 2021, with the shareholders of Nextridge, Inc., a New York corporation (“Nextridge”) pursuant to which we agreed to purchase all the issued and outstanding shares of Nextridge for an aggregate purchase price of $18,850,000 (the “Nextridge Acquisition”). $6,850,000.00 of the aggregate purchase price payable to the shareholders of Nextridge was paid through the issuance of an aggregate of 2,395,105 shares of our Series B preferred stock (the “Series B Preferred”). The closing of the Nextridge Acquisition occurred on May 21, 2021. Nextridge operates its business through its wholly owned subsidiary, ANS Advanced Network Services LLC, a New York, limited liability company.

 

Founded in 1991, Nextridge’s predecessor company, Telecommunications Analysis Group, Inc., began with a strategic focus on communications and telephone networks in the enterprise and higher education market, providing high-quality Engineering, Furnishing and Installation (EF&I) services for building and developing infrastructure. Over time, Nextridge has grown from servicing telephone networks to providing high-quality engineer, furnish and install (EF&I) services for wireless carriers, tower owners, enterprise facilities, and government offices. This includes in-building wireless (DAS), cell tower and network infrastructure services, as well as DC and UPS backup power services. Today, Nextridge’s U.S. footprint extends from Chicago to the Northeast and down the East Coast, with as-needed support nationwide.

 

On May 19, 2021, we entered into a securities purchase agreement with some of the May 2020 Investors pursuant to which we issued (i) an aggregate principal amount of $5,610,000 of original issue discount senior secured convertible promissory notes due May 19, 2024 (the “May 2021 Convertible Notes”), and (ii) an aggregate principal amount of $11,032,609 of original issue discount senior secured non-convertible promissory notes due November 18, 2022 (the “May 2021 Non-Convertible Notes” and together with the May 2021 Convertible Notes, the “May 2021 Notes”). In connection with the issuance of the May 2021 Notes, we issued to the investors two year warrants to purchase 1,870,000 shares of common stock at an exercise price of $4.00 per share.

 

The May 2021 Non-Convertible Notes accrue interest at a rate of 7.5% per annum, subject to increase to 20% per annum upon and during the occurrence of an event of default and are to be redeemed at 107.5% of face value on the maturity date. The May 2021 Convertible Notes accrue interest at a rate of 8% per annum, subject to increase to 20% per annum upon and during the occurrence of an event of default. Interest is payable in cash on a monthly basis. The May 2021 Convertible Notes are convertible at any time, at the holder’s option, into shares of our common stock at an initial conversion price of $3.00 per share, subject to certain beneficial ownership limitations (with a maximum ownership limit of 9.99%). The conversion price is also subject to adjustment due to certain events, including stock dividends, stock splits and in connection with the issuance by the Company of common stock or common stock equivalents at an effective price per share lower than the conversion price then in effect.

 

The November 2020 Notes rank pari passu with the May 2020 Notes and senior to all current and future indebtedness of the Company and are secured by substantially all of the assets of the Company. In addition, some of the Company’s subsidiaries entered into a subsidiary guaranty agreement and guaranteed the obligations owned to the investors under the May 2021 Notes.

 

A Registration Rights Agreement was executed in connection with the issuance of the May 2021 Notes. If we fail to maintain the effectiveness of the registration statement until all of such shares of common stock have been sold or are otherwise able to be sold pursuant to Rule 144 under the Securities Act of 1933, as amended, without any volume or manner of sale restrictions, then the Company will be obligated to pay to the investors liquidated damages equal to then, in addition to any other rights the Holders may have hereunder or under applicable law, upon the occurrence of any such event and on each monthly anniversary of thereafter until the event is cured, the Company shall pay to the investors an amount in cash equal to their pro rata portion of $75,000 per month until such events are satisfied.

 

Implications of Being an Emerging Growth Company

 

We qualify as an emerging growth company as defined in the Jumpstart our Business Startups Act of 2012 (“JOBS Act”). As an emerging growth company, we expect to take advantage of reduced reporting requirements that are otherwise applicable to public companies. These provisions include, but are not limited to:

 

●	being permitted to present only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced "Management's Discussion and Analysis of Financial Condition and Results of Operations" disclosure in this prospectus;

 

We may use these provisions until the last day of our fiscal year following the fifth anniversary of the completion of this offering. However, if certain events occur prior to the end of such five-year period, including if we become a “large accelerated filer,” our annual gross revenues exceed $1.07 billion or we issue more than $1.0 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company prior to the end of such five-year period.

 

The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. To the extent that we continue to qualify as a “smaller reporting company,” as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, after we cease to qualify as an emerging growth company, certain of the exemptions available to us as an emerging growth company may continue to be available to us as a smaller reporting company, including: (i) not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes Oxley Act; (ii) scaled executive compensation disclosures; and (iii) the requirement to provide only two years of audited financial statements, instead of three years.