Interest charge

CHARGE ENTERPRISES, INC. : Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (Form 8-K)

Section 1.01 Entering into a Material Definitive Agreement.

On August 25, 2022, Nextridge Inc. (“Nextridge”) and ANS Advanced Network Services, LLC(“ANS”), each of which is an indirect wholly-owned subsidiary of Charge Companies, Inc. (sometimes referred to herein as “we”, “us”, “our” or similar terms), entered into a letter of engagement (the “Letter of Engagement”) with Pioneer bank (“Pioneer”), pursuant to which Pioneer has agreed, subject to the terms and conditions contained in the Commitment Letter, to provide a senior secured line of credit in the aggregate principal amount of $8,000,000 (the “Line of Credit”). The line of credit modifies the existing agreements of Nextridge and ANS $4,000,000 line of credit and provides additional liquidity $4,000,000. The line of credit will be renewable annually. Borrowings under the line of credit will bear interest at a variable rate equal to the prime rate as stipulated in the the wall street journal
with a floor of 5%. Advances under the line of credit will be limited to 70% and 50% of eligible customer accounts and Nextridge and ANS work in progress, respectively. In addition, the engagement letter provides for the renewal of a
$750,000 CapEx Line of Credit (the “CapEx Line”) by Pioneer for Nextridge and ANS, subject to the terms and conditions contained in the Commitment Letter.

All obligations under the Line of Credit and the CapEx Line (the “Facility”) will be subject to cross-collateralization and cross-default, and will be secured by a first lien on the assets of Nextridge and ANS. In addition, all obligations under the facility will be guaranteed by us and by Charge Infrastructure Holdings, Inc., the parent company of Nextridge. Funding from the Facility is conditional upon fulfillment of the conditions set out in the Letter of Commitment.

The foregoing is a summary of the material terms of the Letter of Engagement, and is qualified in its entirety by the Letter of Engagement, which is included as Schedule 10.1, and is incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Section 1.01 of this Current Report on Form 8-K is incorporated herein by reference in response to this Section 2.03.

Notice Regarding Forward-Looking Information

This Current Report on Form 8-K may contain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect current expectations or beliefs regarding future events or our future performance. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is planned”, “budget”, “expected”, “estimates”, “continues “, “expects”, “plans”, “predicts”, “intends”, “anticipates”, “targets” or “believes”, or variations or negatives of these words and expressions or declare that certain actions , events or results “may”, “could”, “should”, “should”, “could” or “will” be made, occur or be realized. All forward-looking statements, including those contained in this document, are qualified by this warning.

Although we believe that the expectations expressed in these forward-looking statements are based on reasonable assumptions, these statements involve risks and uncertainties, and actual results may differ materially from future results expressed or implied by these forward-looking statements. These risks and uncertainties include our business plans and strategies, our future business development, market acceptance of electric vehicles, our ability to generate positive earnings and cash flow, changes in government regulations and incentives government, subsidies or other favorable government policies, and other risks discussed in our filings with the SECOND. Readers are cautioned that the foregoing list of risks and uncertainties is not exhaustive of factors that could affect forward-looking statements. Accordingly, readers should not place undue reliance on forward-looking statements.



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The forward-looking statements contained in this Current Report on Form 8-K speak only as of the date hereof or as of the date or dates specified in such statements. For more information about us, investors are encouraged to review our public filings with the SECOND which are available on the DRY website at www.sec.gov. We disclaim any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.

Item 9.01 Financial statements and supporting documents.



(d) Exhibits.



Exhibit No.   Description
  10.1          Commitment Letter dated August 25, 2022.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).

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