UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange
Act of 1934
GLOBAL ACQUISITIONS CORPORATION
(Name
of Issuer)
Common Stock, $ 0.001 par value
(Title
of Class of Securities)
379413107
(CUSIP
Number)
Ronald S. Boreta
c/o
All-American Golf Center, Inc.
6730 Las
Vegas Blvd. South
Las Vegas,
NV 89119
(702) 317-7302
(Name,
Address, and Telephone Number of Person Authorized
to Receive Notices and Communications)
With
a copy to:
Michael J. Bonner, Esq.
Greenberg Traurig, LLP
10845 Griffith Peak Dr.
Suite 600
Las Vegas, Nevada 89135
July 3, 2024
(Date
of Event which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is
the subject of this Schedule 13D, and is filing this schedule because of
§§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See
§240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover
page shall be filled out for a reporting person’s initial filing on this form
with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a
prior cover page.
The information required on the
remainder of this cover page shall not be deemed to be “filed” for the purpose
of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
CUSIP No. 379413107 |
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Page 2 of 10 |
1 |
NAME OF REPORTING PERSON Ronald S. Boreta |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] |
3 |
SEC USE ONLY |
4 |
SOURCE
OF FUNDS (See Instructions) AF |
5 |
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
[ ] |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION USA |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE
VOTING POWER 602,229 |
8 |
SHARED
VOTING POWER 1,856,174 [1] |
9 |
SOLE
DISPOSITIVE POWER 602,229 |
10 |
SHARED
DISPOSITIVE POWER 1,856,174 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,458,403 |
12 |
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
[ ] |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.4% |
14 |
TYPE
OF REPORTING PERSON (See Instructions) IN |
|
|
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__________________________________
[1] Consists of (i) 360,784 shares of Common Stock held by the Boreta Enterprises, Ltd (“Enterprises”), of which Ronald Boreta is Managing Member and owns 68.1% of the membership interests, and John Boreta owns 30.1% of the membership interests, (ii) 1,495,390 shares of Common Stock held by All-American Golf Center, Inc. (“AAGC”), of which Ronald Boreta is a director and 51% stockholder, and John Boreta is a director and 49% stockholder. Consequently, each of Ronald Boreta and John Boreta may be deemed to share voting and dispositive control over the securities held by Enterprises and AAGC, and thus to share beneficial ownership of such securities. Ronald Boreta disclaims beneficial ownership of the securities held by Enterprises and AAGC, except to the extent of his pecuniary interest therein.
1 |
NAME OF REPORTING PERSON John Boreta |
2 |
CHECK THE APPROPRIATE BOX IF
A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] |
3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS (See
Instructions) AF |
5 |
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
[ ] |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION USA |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE
VOTING POWER 591,735 |
8 |
SHARED
VOTING POWER 1,856,174 [2] |
9 |
SOLE
DISPOSITIVE POWER 591,735 |
10 |
SHARED
DISPOSITIVE POWER 1,856,174 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,447,909 |
12 |
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
[ ] |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2% |
14 |
TYPE
OF REPORTING PERSON (See Instructions) IN |
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__________________________________
[2] Consists of (i) 360,784 shares of Common Stock held by the Boreta Enterprises, Ltd. (“Enterprises”), of which John John Boreta owns 30.1% of the membership interests, (ii) 1,495,390 shares of Common Stock held by All-American Golf Center, Inc. (“AAGC”), of which John Boreta is a director and 49% stockholder, Ronald Boreta is a director and 51% stockholder. Consequently, each of John Boreta and Ron Boreta may be deemed to share voting and dispositive control over the securities held by Enterprises and AAGC, and thus to share beneficial ownership of such securities. John Boreta disclaims beneficial ownership of the securities held by Enterprises and AAGC, except to the extent of his pecuniary interest therein.
1 |
NAME OF REPORTING PERSON All-American
Golf Center, Inc. IRS Identification No. 88-0412382 |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] |
3 |
SEC USE ONLY |
4 |
SOURCE
OF FUNDS (See Instructions) WC |
5 |
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
[ ] |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION Nevada |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE
VOTING POWER 0 |
8 |
SHARED
VOTING POWER 1,495,390 |
9 |
SOLE
DISPOSITIVE POWER 0 |
10 |
SHARED
DISPOSITIVE POWER 1,495,390 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,495,390 |
12 |
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
[ ] |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.9% |
14 |
TYPE
OF REPORTING PERSON (See Instructions) CO |
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1 |
NAME OF REPORTING PERSON Boreta Enterprises, Ltd. IRS Identification No. 88-0439300 |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ]
|
3 |
SEC USE ONLY |
4 |
SOURCE
OF FUNDS (See Instructions) AF |
5 |
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
[ ] |
6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION Nevada |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE
VOTING POWER 0 |
8 |
SHARED
VOTING POWER 360,784 |
9 |
SOLE
DISPOSITIVE POWER 0 |
10 |
SHARED
DISPOSITIVE POWER 360,784 |
11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 360,784 |
12 |
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |
[ ] |
13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0% |
14 |
TYPE
OF REPORTING PERSON (See Instructions) OO |
|
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Item 1. Security and Issuer
This
Schedule 13D relates to the shares beneficially owned of Global Acquisition
Corporation, a Nevada corporation (the “Issuer”). The principal executive offices of the Issuer
are located at 6730 Las Vegas Boulevard South, Las
Vegas, NV 89119.
Item 2. Identity and Background
(a) This Schedule 13D is being jointly
filed by the following persons (collectively, the “Reporting Persons”): (i)
Ronald S. Boreta, an individual; (ii) John Boreta, an individual, (iii) All-American
Golf Center, Inc., a Nevada corporation (“AAGC”); and Boreta Enterprises, Ltd.
a Nevada limited liability company (“Enterprises”). Ronald Boreta and John
Boreta are both directors, officers and significant stockholders of AAGC and
Enterprises who, together, control the investment decisions of AAGC and Enterprises.
As a result of the foregoing, Ronald Boreta and John Boreta may each be deemed
beneficially to own the securities of the Issuer owned by AAGC and Enterprises.
The Reporting Persons have entered into a Joint Filing
Agreement dated as of July 3, 2024, a copy of which is attached as Exhibit 99.1 to
the Schedule 13D, pursuant to which the Reporting Persons have agreed to
jointly file the Schedule 13D, including any and all amendments thereto.
(b) The business address of Ronald Boreta
is c/o Global Acquisitions Corporation, 6730 Las
Vegas Boulevard South, Las Vegas, NV 89119.
The business
address of John Boreta is c/o Global Acquisitions Corporation, 6730 Las Vegas Boulevard South, Las Vegas, NV 89119.
The business
address of All-American Golf Center, Inc. is 6730 Las
Vegas Boulevard South, Las Vegas, NV 89119.
The business
address of Boreta Enterprises, Ltd. is 6730 Las Vegas Boulevard South, Las
Vegas, NV 89119.
(c) Ronald Boreta is a President and
Chief Executive Officer of the Issuer as well as significant stockholder and a
director of AAGC and managing member of Enterprises.
John
Boreta is Director of the Issuer as well
as a significant stockholder and a director of AAGC and member of Enterprises.
(d) During the last five years none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years none of the Reporting Persons were a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding were or are subject to a
judgment, decree, or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws, or
finding any violation with respect to such laws.
(f) The individual Reporting Persons are U.S. citizens.
Item 3. Source and Amount of Funds or
Other Consideration
AAGC, for a
period in excess of eight years, advanced monies, out of its own income and
working capital, to the Issuer to pay operating expenses of the Issuer incurred
after the Issuer completed the closing of the Transfer Agreement for the sale
and transfer of the Issuer’s 2016 51% interest in All American Golf Center,
Inc., which constituted substantially all of the Company’s assets. As of March 31, 2024, the amounts advanced
by, and payable to, AAGC amounted to $593,670
(the “Payables”). On July 3, 2024, the
Issuer agreed with AAGC issue to AAGC, as satisfaction of the Payables,
1,495,390 shares of common stock, par value $0.001 (“Common Stock”) in a
private placement transaction (the “Transaction”) exempt from registration
under the Securities Act of 1933, as amended (the “Securities Act”).
Item 4. Purpose of the Transaction
The
Transaction was undertaken to replace liabilities owed to AAGC with equity
interests and correspondingly reduce the liabilities and accumulated
stockholders’ deficit of the Issuer, in order to permit the Issuer to better
pursue its efforts to seek, investigate, and, if warranted, acquire an interest
in a business opportunity, which may be made by merger, exchange of stock, or
otherwise. As of the date hereof, the
Issuer has not reached any preliminary or definitive agreements or
understandings with any person concerning any business opportunity.
Contemporaneously
with the Transaction described herein, the Issuer intends to issue warrants to
certain persons who have provided and are expected to provide services and
other support to the Issuer in furtherance of its pursuit of business
opportunities; the issuance such securities have been described in a Current
Report on Form 8-K filed by the issuer on July 5, 2024.
Item 5. Interest in Securities of the
Issuer
(a) As of the close of business on July 3,
2024, the Reporting Persons beneficially own an aggregate of 3,050,138 shares
of Common Stock, representing approximately 42.6% of the shares of Common Stock
outstanding. The percentages used herein are based upon 7,153,513 shares of
Common Stock outstanding after giving effect to the issuance of 1,495,390
shares of Common Stock to AAGC pursuant to the Transaction described herein.
(b) Ronald S. Boreta owns 602,229 shares
directly, with sole voting and dispositive power. John Boreta owns 591,735 shares directly,
with sole voting and dispositive power. Ronald S. Boreta and John Boreta are
each directors and significant stockholders of AAGC and members of Enterprises
and may be deemed to share both voting and dispositive power of the shares of
Common Stock owned by AAGC (1,495,390 shares) and Enterprises (360,784 shares),
and thus to share beneficial ownership of such securities.
(c) On July 3, 2024, the Issuer agreed with AAGC to issue to AAGC 1,495,390
shares of Common Stock in the Transaction more fully described in Item 3
above. The Transaction represented one
share for each $0.397 of Payables relinquished by AAGC.
(d) No other person has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Common Stock beneficially owned by the Reporting Persons.
(e) Not applicable.
Item 6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer
Reference is
made to the Transaction described in Item 3 above.
Item 7. Material to be Filed as
Exhibits
Exhibit 10.1 - Purchase Agreement of the Transaction.
Exhibit 99.1 - Joint Filing Agreement.
Signature
After
reasonable inquiry and to the best of my knowledge and belief, the Reporting
Person hereby certifies that the information set forth in this Schedule 13D is
true, complete, and correct.
Dated: July 5, 2024
RONALD
S. BORETA
/s/
Ronald S. Boreta
JOHN
BORETA
/s/
John Boreta
ALL-AMERICAN
GOLF CENTER, INC.
By: /s/ Ronald S. Boreta
Name: Ronald S. Boreta
Title: President, Secretary and Treasurer
BORETA
ENTERPRISES, LTD.
By: /s/ Ronald S. Boreta
Name:
Ronald S. Boreta
Title: Managing Member
Purchase
Agreement
THE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE
SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER
RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN.
THE
PURCHASE OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE
CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE
INVESTMENT.
GLOBAL
ACQUISITIONS CORPORATION
6730 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NEVADA 89119
Ladies
and Gentlemen:
The
undersigned understands that Global Acquisitions Corporation, a corporation
organized under the laws of Nevada (the “Company”),
is offering to sell to the undersigned an aggregate of 1,495,390 shares of its
common stock, par value $0.001 per share (the “Securities”) in a private placement. The undersigned further
understands that the offering is being made without registration of the
Securities under the Securities Act of 1933, as amended (the “Securities Act”), or any securities law
of any state of the United States or of any other jurisdiction, and is being
made only to the undersigned in a private placement pursuant to Section 4(a)(2)
under the Securities Act).
1.
Purchase and
Sale. Subject to the terms and conditions hereof and the provisions of
the Offering Documents, the undersigned hereby irrevocably subscribes for the
Securities set forth in Appendix A hereto for the aggregate consideration set
forth in Appendix A. The undersigned acknowledges that the Securities will be
subject to restrictions on transfer as set forth in this Purchase Agreement
(the “Purchase Agreement”).
2.
Purchase and Issuance of
Securities. Notwithstanding anything in this Purchase Agreement
to the contrary, the Company shall have no obligation to issue any of the Securities
to any person who is a resident of a jurisdiction in which the issuance of
Securities to such person would constitute a violation of the securities, “blue
sky” or other similar laws of such jurisdiction (collectively referred to as
the “State Securities Laws”).
3.
The Closing. The
closing of the purchase and sale of the Securities (the “Closing”) shall take place at the offices of Greenberg Traurig, LLP,
Las Vegas Nevada, at 5:00 p.m. Pacific Time on July 3, 2024, or at such other
time and place as the Company may designate by notice to the undersigned.
4.
Payment for Securities.
Payment for the Securities shall be satisfied by delivery of documentation of
the consideration as set forth in Appendix A hereto. The Company shall deliver
certificates representing the Securities to the undersigned at the Closing
bearing an appropriate legend referring to the fact that the Securities were
sold in reliance upon an exemption from registration under the Securities Act.
5.
Representations and Warranties of
the Company. As of the Closing, the Company represents and
warrants that:
(a)
The Company has been duly incorporated and is validly
existing under the laws of Nevada, with full power and authority to conduct its
business as it is currently being conducted and to own its assets; and has
secured any authorizations, approvals, permits and orders required by law for
the conduct by the Company of its business as it is currently being conducted.
(b)
The Securities have been duly authorized and, when
issued, delivered and paid for in the manner set forth in this Purchase
Agreement, will be validly issued, fully paid and nonassessable.
6.
Representations and Warranties of
the Undersigned. The undersigned hereby represents and warrants
to and covenants with the Company that:
(a)
General.
(i)
The undersigned has all requisite authority (and in the
case of an individual, the capacity) to purchase the Securities, enter into
this Purchase Agreement and to perform all the obligations required to be
performed by the undersigned hereunder, and such purchase will not contravene
any law, rule, or regulation binding on the undersigned or any investment
guideline or restriction applicable to the undersigned.
(ii)
The undersigned is a resident of the state set forth on
the signature page hereto and is not acquiring the Securities as a nominee or
agent or otherwise for any other person.
(iii)
The undersigned will comply with all applicable laws
and regulations in effect in any jurisdiction in which the undersigned
purchases or sells Securities and obtain any consent, approval or permission
required for such purchases or sales under the laws and regulations of any
jurisdiction to which the undersigned is subject or in which the undersigned
makes such purchases or sales, and the Company shall have no responsibility
therefor.
(b)
Information Concerning the Company.
(i)
The undersigned has direct knowledge of the business,
finances and prospects of the Company, by virtue of the positions held by
Ronald S. Boreta and John Boreta, who are directors and/or officers of the
Company, and the undersigned has relied only on such knowledge in evaluating
the Company and the Securities.
(ii)
The undersigned understands and accepts that the
purchase of the Securities involves various and significant risks, including
the risks described in the Annual, Quarterly and Periodic Reports filed by the
Company with the Securities and Exchange Commission. The undersigned represents
that it is able to bear any loss associated with an investment in the Securities.
(iii)
The undersigned confirms that it is not relying on any
communication (written or oral) of the Company or any of its affiliates, as
investment or tax advice or as a recommendation to purchase the Securities. It
is understood that information and explanations related to the terms and
conditions of the Securities or otherwise by the Company or any of its
affiliates shall not be considered investment or tax advice or a recommendation
to purchase the Securities, and that neither the Company nor any of its affiliates
is acting or has acted as an advisor to the undersigned in deciding to invest
in the Securities. The undersigned acknowledges that neither the Company nor
any of its affiliates has made any representation regarding the proper
characterization of the Securities for purposes of determining the undersigned’s
authority to invest in the Securities.
(iv)
The undersigned is familiar with the business and
financial condition and operations of the Company. The undersigned has had
access to such information concerning the Company and the Securities as it
deems necessary to enable it to make an informed investment decision concerning
the purchase of the Securities.
(v)
The undersigned understands that, unless the
undersigned notifies the Company in writing to the contrary at or before the
Closing, each of the undersigned’s representations and warranties contained in
this Purchase Agreement will be deemed to have been reaffirmed and confirmed as
of the Closing, taking into account all information received by the undersigned.
(vi)
The undersigned understands that no federal or state
agency has passed upon the merits or risks of an investment in the Securities
or made any finding or determination concerning the fairness or advisability of
this investment.
(c)
Non-Reliance.
(i)
The undersigned represents that it is not relying on
(and will not at any time rely on) any communication (written or oral) of the
Company, as investment advice or as a recommendation to purchase the
Securities, it being understood that information and explanations related to
the terms and conditions of the Securities and the other transaction documents
shall not be considered investment advice or a recommendation to purchase the
Securities.
(ii)
The undersigned confirms that the Company has not (A)
given any guarantee or representation as to the potential success, return,
effect or benefit (either legal, regulatory, tax, financial, accounting or
otherwise) of an investment in the Securities or (B) made any representation to
the undersigned regarding the legality of an investment in the Securities under
applicable legal investment or similar laws or regulations. In deciding to
purchase the Securities, the undersigned is not relying on the advice or
recommendations of the Company and the undersigned has made its own independent
decision that the investment in the Securities is suitable and appropriate for
the undersigned.
(d)
Status of Undersigned.
(i)
The undersigned has such knowledge, skill and
experience in business, financial and investment matters that the undersigned
is capable of evaluating the merits and risks of an investment in the
Securities. With the assistance of the undersigned’s own professional advisors,
to the extent that the undersigned has deemed appropriate, the undersigned has
made its own legal, tax, accounting, and financial evaluation of the merits and
risks of an investment in the Securities and the consequences of this Purchase
Agreement. The undersigned has considered the suitability of the Securities as
an investment in light of its own circumstances and financial condition and the
undersigned is able to bear the risks associated with an investment in the
Securities, and it is authorized to invest in the Securities.
(ii)
The undersigned agrees to furnish any additional
information requested by the Company or any of its affiliates to assure
compliance with applicable U.S. federal and state securities laws in connection
with the purchase and sale of the Securities.
(e)
Restrictions on Transfer or Sale of Securities.
(i)
The undersigned is acquiring the Securities solely for
the undersigned’s own beneficial account, for investment purposes, and not with
a view to, or for resale in connection with, any distribution of the
Securities. The undersigned understands that the Securities have not been
registered under the Securities Act or any State Securities Laws by reason of
specific exemptions under the provisions thereof which depend in part upon the
investment intent of the undersigned and of the other representations made by
the undersigned in this Purchase Agreement. The undersigned understands that
the Company is relying upon the representations and agreements contained in
this Purchase Agreement (and any supplemental information) for the purpose of
determining whether this transaction meets the requirements for such
exemptions.
(ii)
The undersigned understands that the Securities are “restricted
securities” under applicable federal securities laws and that the Securities
Act and the rules of the U.S. Securities and Exchange Commission (the “Commission”) provide in substance that
the undersigned may dispose of the Securities only pursuant to an effective
registration statement under the Securities Act or an exemption from the
registration requirements of the Securities Act, and the undersigned
understands that the Company has no obligation or intention to register any of
the Securities or the offering or sale thereof, or to take action so as to
permit offers or sales pursuant to the Securities Act or an exemption from
registration thereunder (including pursuant to Rule 144 thereunder).
Accordingly, the undersigned understands that under the Commission’s rules, the
undersigned may dispose of the Securities only in “private placements” which
are exempt from registration under the Securities Act, in which event the
transferee will acquire “restricted securities,” subject to the same
limitations that apply to the Securities in the hands of the undersigned.
Consequently, the undersigned understands that the undersigned must bear the
economic risks of the investment in the Securities for an indefinite period of
time.
(iii)
The undersigned agrees: (A) that the undersigned will
not sell, assign, pledge, give, transfer, or otherwise dispose of the
Securities or any interest therein, or make any offer or attempt to do any of
the foregoing, unless the transaction is registered under the Securities Act
and complies with the requirements of all applicable State Securities Laws, or
the transaction is exempt from the registration provisions of the Securities
Act and all applicable requirements of State Securities Laws; (B) that the
certificates representing the Securities will bear a legend making reference to
the foregoing restrictions; and (C) that the Company and its affiliates shall
not be required to give effect to any purported transfer of such Securities,
except upon compliance with the foregoing restrictions.
(iv)
The undersigned acknowledges that neither the Company
nor any other person offered to sell the Securities to it by means of any form
of general solicitation or advertising, including but not limited to: (A) any
advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over television or radio or
(B) any seminar or meeting whose attendees were invited by any general
solicitation or general advertising.
7.
Conditions to Obligations of the
Undersigned and the Company. The obligations of the undersigned
to purchase and pay for the Securities specified in Appendix A and of the
Company to sell those Securities, are subject to the satisfaction at or prior
to the Closing of the following conditions precedent: the representations and
warranties of the Company contained in Section 5 hereof and of the undersigned contained in Section 6 hereof shall be true and correct as of the Closing in
all respects with the same effect as though such representations and warranties
had been made on and as of the Closing.
8. Obligations Irrevocable.
The obligations of the undersigned shall be irrevocable.
9. Legend. The
certificates representing the Securities sold pursuant to this Purchase
Agreement will be imprinted with a legend in substantially the following form:
“THE SECURITIES EVIDENCED BY
THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE
TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES
LAWS AND THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A
TRANSACTION EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT
REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR SUCH OTHER APPLICABLE LAWS.”
10.
Waiver, Amendment.
Neither this Purchase Agreement nor any provisions hereof shall be modified,
changed, discharged or terminated except by an instrument in writing, signed by
the party against whom any waiver, change, discharge or termination is sought.
11.
Assignability.
Neither this Purchase Agreement nor any right, remedy, obligation or liability
arising hereunder or by reason hereof shall be assignable by either the Company
or the undersigned without the prior written consent of the other party, and
any attempted assignment without such prior written consent shall be void.
12.
Waiver of Jury Trial.
THE UNDERSIGNED IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY WITH
RESPECT TO ANY LEGAL PROCEEDING ARISING OUT OF THE TRANSACTIONS CONTEMPLATED BY
THIS PURCHASE AGREEMENT.
13.
Submission to Jurisdiction.
With respect to any suit, action, or proceeding relating to any offers,
purchases, or sales of the Securities by the undersigned (“Proceedings”), the undersigned irrevocably submits to the
jurisdiction of the federal and state courts located in the Borough of
Manhattan in New York City, which submission shall be exclusive, unless none of
such courts has lawful jurisdiction over such Proceedings.
14.
Governing Law. This
Purchase Agreement shall be governed by and construed in accordance with the
laws of the State of Nevada.
15.
Section and Other Headings.
The section and other headings contained in this Purchase Agreement are for
reference purposes only and shall not affect the meaning or interpretation of
this Purchase Agreement.
16.
Counterparts. This
Purchase Agreement may be executed in any number of counterparts, each of which
when so executed and delivered shall be deemed to be an original and all of
which together shall be deemed to be one and the same agreement.
17.
Notices. All notices
and other communications provided for herein shall be in writing and shall be
deemed to have been duly given if delivered personally or sent by registered or
certified mail, return receipt requested, postage prepaid to the following
addresses (or such other address as either party shall have specified by notice
in writing to the other):
If
to the Company: |
Global
Acquisitions Corporation 6730 Las Vegas Blvd. South Las Vegas, NV 89119 E-mail: ron@becorplv.com Phone: (702) 317-7302 Attention: Ronald S. Boreta, Chief Executive Officer |
with
a copy to: |
Greenberg
Traurig, LLP 10845 Griffith Peak Dr Las Vegas, NV 89135 E-mail: bonnerm@gtlaw.com Phone: (702) 792-3773 Attention: Michael J. Bonner |
|
|
If
to the Purchaser: |
Ronald
S. Boreta c/o All-American Golf Center, Inc. 6730 Las Vegas Blvd. South Las Vegas, NV 89119 E-mail: ron@becorplv.com Phone: (702) 317-7302 |
18.
Binding Effect. The
provisions of this Purchase Agreement shall be binding upon and accrue to the
benefit of the parties hereto and their respective heirs, legal
representatives, successors, and assigns.
19.
Survival. All
representations, warranties and covenants contained in this Purchase Agreement
shall survive (i) the Purchase and the Closing, (ii) changes in the
transactions, documents and instruments which are not material or which are to
the benefit of the undersigned, and (iii) the death or disability of the
undersigned.
20.
Notification of Changes.
The undersigned hereby covenants and agrees to notify the Company upon the
occurrence of any event prior to the closing of the purchase of the Securities
pursuant to this Purchase Agreement which would cause any representation,
warranty, or covenant of the undersigned contained in this Purchase Agreement
to be false or incorrect.
21.
Severability. If any
term or provision of this Agreement is invalid, illegal, or unenforceable in
any jurisdiction, such invalidity, illegality, or unenforceability shall not
affect any other term or provision of this Agreement or invalidate or render
unenforceable such term or provision in any other jurisdiction.
[SIGNATURE
PAGE FOLLOWS]
IN WITNESS WHEREOF, the undersigned has executed
this Purchase Agreement this 3RD day of July, 2024.
|
PURCHASER: |
|
ALL-AMERICAN
GOLF CENTER, INC. By:_/s/
Ronald S. Boreta Name:
Ronald S. Boreta Title:
President, Secretary and Treasurer |
State/Country
of Domicile or Formation: Nevada
The
offer to purchase Securities as set forth above is confirmed and accepted by
the Company as to 1,495,390 shares of common stock.
|
GLOBAL
ACQUISITIONS CORPORATION |
|
By:_/s/
Ronald S. Boreta Name:
Ronald S. Boreta Title:
Chief Executive Officer |
APPENDIX A
Consideration
to be Delivered
Securities
to Be Acquired |
Aggregate
Price to be Paid |
1,495,390
shares of common stock |
Release
of any and all payment obligations of the Company in connection with expenses
in the amount of $593,670 heretofore advanced by the Purchaser |
|
|
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)
under the Securities Exchange Act of 1934, the undersigned agree to the joint
filing on behalf of each of them of a statement on Schedule 13D (including any
and all amendments thereto) with respect to the ordinary shares
of Global Acquisitions
Corporation and further
agree that this Joint Filing
Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree
that each party hereto is responsible for the timely filing of such statement
on Schedule 13D and any amendments thereto, and for the accuracy and
completeness of the information concerning such party contained therein;
provided, however, that no party is responsible for the accuracy
or completeness of the
information concerning any other party, unless such party knows or has reason
to believe that such information is inaccurate.
This Joint Filing Agreement
may be signed in counterparts with the same effect as if the signature on each
counterpart were upon the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of July 3,
2024.
RONALD S. BORETA
/s/ Ronald S. Boreta
JOHN BORETA
/s/ John Boreta
ALL-AMERICAN GOLF CENTERS,
INC. |
By: |
/s/ Ronald S. Boreta |
Name: |
Ronald S. Boreta |
Title: |
President, Secretary and
Treasurer |
BORETA ENTERPRISES LTD. |
By: |
/s/ Ronald S. Boreta |
Name: |
Ronald S. Boreta |
Title: |
Chief Executive Officer |
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