{"url_path":"/sec/sdot/8-k/2026-06-30/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-30","source_url":"https://www.sec.gov/Archives/edgar/data/1701756/0001731122-26-000897-index.html","accession_number":"0001731122-26-000897","cik":"0001701756","ticker":"SDOT","issuer_name":"Sadot Group Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1701756/0001731122-26-000897-index.html","primary_entity_key":"0001701756","primary_entity_name":"Sadot Group Inc."},"word_count":353,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material\nDefinitive Agreement.**\n\n \n\nOn June 26, 2026 (the “Closing Date”), Sadot Group Inc. (the\n“Company”) entered into and consummated a Share Purchase Agreement (the “SPA”) with Dream America Marketing Services,\nLtd, a company organized under the laws of Costa Rica (the “Purchaser”), pursuant to which the Company sold, transferred and\nassigned to the Purchaser one hundred percent (100%) of the issued and outstanding membership interests (the “Interests”)\nof Sadot Latam LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Sadot Latam”).\n\n \n\nThe aggregate purchase price for the Interests consists of: (i) $1,000\nin cash, payable by wire transfer; plus (ii) a profit-sharing payment equal to 27.5% of cash actually collected in respect of certain\nreceivables held by Sadot Latam and Sadot LLC, as more particularly described in Appendix A to the SPA. The Purchaser acquired the Interests\non an “as is, where is” basis, inclusive of all existing and threatened litigation, claims and liabilities of Sadot Latam.\n\n \n\nThe assets of Sadot Latam transferred in connection with the sale, as set\nforth in Appendix A to the SPA, consist principally of the following:\n\n \n\n● A Citizens Bank deposit of\napproximately $250,000;\n\n \n\n● Kaford receivable (amount subject to\ncollection);\n\n \n\n● Naturz receivable (amount subject to\ncollection);\n\n \n\n● 50% of any net collection amount from the Zambia\nreceivable; and\n\n \n\n● 50% of any net collection amount from the Zen Noh\nlawsuit.\n\n \n\nThe SPA contains customary representations, warranties, covenants and indemnification\nprovisions. The Seller has agreed to provide legal support for a period of six (6) months following the Closing Date for all litigation\nand disputes involving Sadot Latam existing as of the Closing Date. The SPA is governed by the laws of the State of New York, with disputes\nto be resolved by arbitration administered by the American Arbitration Association in New York, New York.\n\n \n\nThe foregoing description of the SPA does not purport to be complete and\nis qualified in its entirety by reference to the full text of the SPA, a copy of which is filed as Exhibit 10.1 to this Current Report\non Form 8-K."}