Cuentas Inc (CUEN)

[doogdilinger]

Item 8.01. Entry into a Definitive Material Agreement.

Effective May 16, 2017 Next Group Holdings, Inc, (“NXGH” or the “Company”) entered into a non-binding letter of intent (“LOI”) with LIMECOM INC. (“LIMECOM”), to acquire assets owned or controlled by LIMECOM INC. and its President & CEO, Mr. Orlando Taddeo.

Under the terms of the LOI, subject to a definitive agreement and customary due diligence and shareholder approval, the Company will acquire the assets of or merge with LIMECOM, which is expected to generate approximately $125,000,000 (One hundred twenty five Million US Dollars) of revenue with $2.5 million EBITA in fiscal year 2017.

Upon closing of the contemplated transaction, and subject to satisfactory review and approval, the Company will appoint Orlando Taddeo as a Director of the Company. NXGH will issue $10 million worth of shares and financial consideration upon raising of capital. Limecom will be maintained as a wholly owned subsidiary of NXGH and be managed autonomously.