{"url_path":"/sec/iqst/8-k/2026-06-05/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-05","source_url":"https://www.sec.gov/Archives/edgar/data/1527702/0001663577-26-000183-index.html","accession_number":"0001663577-26-000183","cik":"0001527702","ticker":"IQST","issuer_name":"iQSTEL Inc","edgar_url":"https://www.sec.gov/Archives/edgar/data/1527702/0001663577-26-000183-index.html","primary_entity_key":"0001527702","primary_entity_name":"iQSTEL Inc"},"word_count":458,"has_tables":true,"body_markdown":"** **\n\n  \n\n \n\n****\n\n****\n\n \n\n**Item 1.01. Entry into a Material Definitive Agreement.**\n\n** **\n\nOn June 3, 2026, iQSTEL Inc. (the “Company”)\nentered into a Binding Memorandum of Understanding (the “MOU”) with Ultranet Telecom Group and its shareholders, Raymond Oppong-Dapaah\nand Mohsin Ali (collectively, the “Sellers”), pursuant to which the Company agreed to acquire a 51% controlling interest in\nthe Ultranet Telecom Group (the “Ultranet Business”).\n\n \n\nThe Ultranet Business is a fast-growing telecommunications\nand technology company headquartered in Ghana with operations across multiple African countries (including Ghana, Nigeria, Mali, Burkina\nFaso, Senegal, and Ivory Coast) and international markets. The transaction is structured through a newly established UAE holding company\nstructure (Ultranet GH Holdings Limited as HoldCo owning 100% of Ultranet Global Communications Limited as OpCo), which will exercise\nfull operational and economic control over the existing operating entities (Ultranet Telecom Limited (Ghana) and Ultranet Telecoms Limited\n(Nigeria)) via exclusive economic agreements and irrevocable call options for nominal consideration.\n\n \n\nThe total consideration for the 51% interest is US$17,600,000,\nallocated as follows:\n\n \n\nInitial cash payments: US$7,000,000 (US$3,000,000 at execution of the definitive Purchase Agreement,\nUS$2,000,000 within 45 days post-closing, and US$2,000,000 within 90 days post-closing).\n\nDeferred/contingent payments: Up to US$10,600,000 payable in two tranches (US$5,300,000 at\n12 months and US$5,300,000 at 24 months), subject to Ultranet achieving specified net income targets (US$4.5 million in Year 1 and US$9.5\nmillion cumulative over two years, based on US GAAP audited financial statements). Payments are subject to proportional reductions if\ntargets are not fully met (with a 70% threshold) and a potential performance bonus if cumulative net income exceeds US$9.5 million.\n\nWorking capital adjustment: The Company will receive a minimum normalized working capital of\napproximately US$3,350,000 at closing, with dollar-for-dollar adjustments (subject to a US$50,000 collar) and a post-closing true-up.\n\nThe MOU includes customary closing conditions, including\ncompletion of due diligence, regulatory approvals (including from the Ghana NCA and Nigeria NCC), execution of definitive documentation,\nFCPA audit, third-party valuation, and maintenance of ordinary-course operations. The definitive Purchase Agreement is targeted for execution\nwithin 60 days, with closing anticipated in Q3 2026. The MOU also contains exclusivity, non-compete (Africa scope), confidentiality, termination\nfee, indemnification, equity clawback (in case of payment default), and post-closing governance provisions (including majority board control\nfor the Company and continued operational leadership by the Sellers under employment agreements).\n\n \n\nThe transaction is expected to add approximately US$130\nmillion in annual revenue and US$4.5 million in net profit (based on Ultranet’s FY 2025 audited financial statements), pushing the\nCompany above a US$500 million annualized revenue run rate. The foregoing description of the MOU is qualified in its entirety by reference\nto the full text of the MOU, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference."}