Current Report Filing (8-k)
09 March 2022 - 11:01PM
Edgar (US Regulatory)
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0001664127
2022-03-07
2022-03-07
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report: March 7, 2022
ALTITUDE
INTERNATIONAL HOLDINGS, INC.
(Exact
name of Registrant as specified in its Charter)
| New
York |
|
000-55639 |
|
13-3778988 |
| (State
or Other Jurisdiction |
|
(Commission |
|
(I.R.S.
Employer |
| of
Incorporation) |
|
File
Number) |
|
Identification
No.) |
4500
SE Pine Valley Street, Port Saint Lucie, FL 34952
(Address
of Principal Executive Offices)
(772)
323-0625
(Registrant’s
Telephone Number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under
any of the following provisions (see general instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14-a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act: None.
| Title
of each class |
|
Trading
Symbols(s) |
|
Name
of each exchange on which registered |
| N/A |
|
N/A |
|
N/A |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into Definitive Material Agreement.
On
March 7, 2022, Altitude International Holdings, Inc. (“Altitude” or the “Company”) and the Company’s
wholly owned subsidiary CMA Soccer, LLC (“CMAS”) entered into a Consulting, Management and License Agreement (the
“Agreement”) with Soccer Partners America, a Colorado not for profit corporation (“RUSH Soccer”).
RUSH
Soccer is a national competitive youth soccer club that administers boys’ and girls’ teams internationally (the “RUSH
Programs”) with proprietary training methodology, documentation and materials (the “RUSH Materials”), proprietary
technologies and platforms (the “RUSH Technologies”), and a database of individuals (the “RUSH Database”).
Pursuant
to the terms of the Agreement, CMAS agreed to administer, deliver and develop the RUSH Programs for an initial term of ten years, with
further automatic renewals for two five-year terms. RUSH Soccer has granted CMAS an exclusive license to use the RUSH Soccer
name, their logo, the RUSH Materials and the RUSH Technologies in connection with the operation, marketing and exploitation
of full time, school semester, school year and short time weekly, junior, adult, professional and family, boarding and non-boarding soccer
programs.
CMAS
agreed to pay RUSH Soccer a fee of $20,000 per year annually during the term of the Agreement.
CMAS and the Company agreed to engage Timothy
Schulz (“Schulz”), RUSH Soccer’s president and CEO,
and other key personnel from RUSH Soccer to perform work for CMAS.
Additionally,
the Company, CMAS and RUSH Soccer agreed to establish a RUSH-branded men’s professional soccer team (the “Pro Team”)
that shall be a wholly owned subsidiary of CMAS and shall be managed by Schulz. The Company, CMAS and RUSH Soccer agree to work together
to raise $3,000,000, $2,700,000 of which shall be used for the establishment and operation of the Pro Team and $300,000 of which will
be used for the administration of the RUSH Programs. If the amount for the Pro Team is not raised within the first three years of the
Agreement, RUSH Soccer may terminate the Agreement within 60 days following the fourth year anniversary of the Agreement.
Item
9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its
behalf by the undersigned hereunto duly authorized.
ALTITUDE
INTERNATIONAL HOLDINGS, INC.
| Date:
March 9, 2022 |
By: |
/s/
Gregory Breunich |
| |
|
Gregory
Breunich |
| |
|
Chief
Executive Officer, Acting Chief Financial Officer and Chairman |
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