false 0001488638 0001488638 2023-12-26 2023-12-26 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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: December 26, 2023

 

MBG Holdings Inc.

(Exact name of registrant as specified in its charter)

 

Nevada   000-56318   27-2262006
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (IRS Employer
Identification No.)

 

MBG Holdings Inc.

4301 West Bank Dr. Suite 110B
Austin, Texas 78746

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (512) 360-0459

 

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 14a-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))

 

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).

 

Emerging growth company ¨

 

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. ¨

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which
registered
Common Stock, par value $0.001 per share   MBGH   OTC Markets

 

 

 1
 

 

Item 7.01. Regulation FD Disclosure

 

MBG Holdings Inc. (the “Company”) has announced that its subsidiary OnePath Systems, LLC has finalized a Membership Interest Purchase Agreement for the sale of the entity to Albers Aerospace Holdings LLC as of December 22, 2023. The parties have a Transition Services Agreement in place with regard to the sale of the business.

 

Item 8.01Other Events

 

The Company and its subsidiary AMR Resources, LLC at the close of the sale to Albers Aerospace Holdings LLC, as noted above, no longer has any active operations.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: December 26, 2023   MBG Holdings Inc.
       
    By: /s/ Joseph Baum
    Name: Joseph Baum
    Title: Chief Restructuring Officer

 

 

2

 

 

 

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Dec. 26, 2023
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Entity File Number 000-56318
Entity Registrant Name MBG Holdings Inc.
Entity Central Index Key 0001488638
Entity Tax Identification Number 27-2262006
Entity Incorporation, State or Country Code NV
Entity Address, Address Line One MBG Holdings Inc.
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Entity Address, State or Province TX
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