WaveTech Global Inc. entered into a share purchase agreement to acquire Spectrum Global Solutions, Inc. (OTCPK:SGSI) in a reverse merger transaction on February 4, 2019. The merger of WaveTech into Spectrum shall be effected through a sale and exchange of shares and cash. Pursuant to the agreement, in exchange for cash consideration and shares of common stock of the Spectrum, it will acquire all right, title and interest in all of the issued and outstanding shares of stock of WaveTech. The merger shall be effected through a sale and exchange of shares and a capital investment of $3 million. The aggregate purchase price payable by Spectrum as consideration for the sale and transfer of the Wavetech shares shall be a number of Spectrum common shares equal to the Wavetech net equity value divided by the price per share of Spectrum at the close of trading on the OTCQB Venture Marketplace on the date immediately prior to the date hereof which is (i) [$110 million/the lesser of (1) the average VWAP for a share of Spectrum common stock for the ten (10) consecutive trading days prior to the date of the execution of the definitive agreement and (2) $0.25], and (ii) minus the Spectrum closing debt. Upon execution of this agreement, WaveTech shall provide Spectrum with $1.15 million in cash, which shall be used by Spectrum to pay in full all obligations owed pursuant to that certain agreement of sale of Future Receipts, between the Spectrum and Libertas Funding LLC, dated as of December 24, 2018. Upon the consummation of the transactions contemplated by the agreement, WaveTech will become the majority controlling shareholder of Spectrum. Spectrum intends to file for a name change to WaveTech Global, Inc and an application for up-listing to the NASDAQ exchange under the ticker “WAVE”, subject to filing and approval by NASDAQ and FINRA. Spectrum intends to rebrand itself under the WaveTech Global name but operate under its current leadership in the interim. The current Spectrum board will expand to include three new board members from WaveTech Global. The new Board of Directors will initially consist of Keith Barksdale, Michael Kotlarz, Dag Valand, Roger Ponder and Keith Hayter. The transaction is subject to receipt of certain regulatory approvals, approval by holders of a majority of WaveTech’s common stock, consolidation of certain subsidiaries and affiliated entities of WaveTech into WaveTech and third party consents. M. Ali Panjwan of Pryor Cashman LLP acted as the legal advisor for Spectrum and L Nusbaum of Gusrae Kaplan Nusbaum PLLC acted as the legal advisor for Wavetech. ThinkEquity is acting as financial advisor to Spectrum. WaveTech Global Inc. cancelled the acquisition of Spectrum Global Solutions, Inc. (OTCPK:SGSI) in a reverse merger transaction on July 10, 2019. Spectrum Global elected to terminate the agreement due to a failure of certain representations, warranties and conditions set forth in the agreement.