M2i Global, Inc. filed a Form 8-K on November 12, 2026, disclosing that on November 6, 2026, it entered into a Membership Interest Purchase Agreement to acquire all outstanding interests in Graphex Technologies LLC for an aggregate purchase price of $100,000,000.

Key Highlights

  • Acquisition target: M2i Global agreed to acquire 100% of the outstanding limited liability company interests of Graphex Technologies LLC, a Delaware company engaged in the development, manufacturing, and sale of graphene products in North America.
  • Total purchase price: The aggregate purchase price is $100,000,000, payable in three tranches through a combination of cash (via a promissory note) and shares of common stock.
  • Tranche 1: At closing, $30,000,000 is due, consisting of a $3,000,000 promissory note and 9,000,000 shares of common stock valued at $3.00 per share ($27,000,000).
  • Tranche 2: $30,000,000 payable in 10,000,000 shares of common stock at $3.00 per share, triggered upon acceptance of a basic design for a natural graphite anode material production plant with a capacity of 50,000 metric tons per year.
  • Tranche 3: $40,000,000 payable in shares of common stock valued at $4.00 per share, upon certificate of completion of construction and approval of production, which the agreement contemplates may occur within approximately 36 months after delivery of the basic design.
  • Promissory note maturity: The $3,000,000 note is due and payable in full no later than December 31, 2026, or upon an event of default, whichever is earlier.
  • OTCQB listing requirement: The company must use reasonable best efforts to maintain the quotation of its common stock on the OTCQB market, or a listing on a national securities exchange, until the last tranche of consideration shares is issued.

M2i Global's Agreement to Acquire Graphex Technologies LLC: Structure and Terms

According to the filing, M2i Global, Inc. (a Nevada corporation) entered into the Membership Interest Purchase Agreement on November 6, 2026, with Happy Growth Group Limited (the seller, a British Virgin Islands company), Graphex Group Limited (the seller's Cayman Islands parent), and Graphex Technologies LLC (GTL). Under the agreement, the company agreed to acquire all 100 outstanding limited liability company units of GTL, representing 100% of its interests, "free and clear of all encumbrances other than restrictions imposed by applicable securities laws." GTL is described in the filing as engaged in the development, manufacturing, and sale of graphene products in North America.

The filing discloses that the $100,000,000 purchase price is structured across three tranches. Tranche 1, payable at closing, consists of a $3,000,000 promissory note and 9,000,000 shares of common stock at $3.00 per share. Tranche 2 consists of 10,000,000 shares at $3.00 per share, payable upon the company's acceptance of a basic design for a 50,000-metric-ton-per-year natural graphite anode material production plant to be built in the United States. Tranche 3, valued at $40,000,000, is payable in shares at $4.00 per share upon a certificate of completion of construction and approval of production. The filing notes the Seller and Graphex Group are jointly and severally obligated to indemnify the company for, among other things, breaches of representations, warranties, and covenants, with indemnification for non-fundamental representation breaches subject to a $35,000 deductible and a cap.

The filing also discloses registration rights obligations: the company must file a resale registration statement covering each issuance of consideration shares within 60 days after the applicable issuance date and use commercially reasonable efforts to cause it to become effective within 90 days of filing (or 120 days if the SEC reviews and comments). The agreement is governed by New York law and may be terminated within 30 calendar days if the closing has not occurred. One closing condition - approval by Graphex Group's shareholders in compliance with Hong Kong Stock Exchange listing rules - is noted in the filing as having already been satisfied.

What Was Disclosed

M2i Global disclosed the terms of a $100,000,000 Membership Interest Purchase Agreement to acquire Graphex Technologies LLC, including the three-tranche payment structure combining a promissory note and common stock issuances, related registration rights, and key closing conditions and termination provisions.