UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~March 2025, ~~2023 (December 19, 2023)~~2024

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Trilogy International Partners Inc.

(Exact name of registrant as specified in its charter)

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British Columbia, Canada		000-55716		98-1361786
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

British Columbia, Canada		000-55716		98-1361786
(State or other jurisdictionof incorporation)		(CommissionFile Number)		(IRS EmployerIdentification No.)

155 108th Avenue NE, Suite 400, Bellevue, Washington 98004

(Address of principal executive offices) (Zip Code)

(425) 458-5900

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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:

☐	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))

Securities registered pursuant to Section 12(b) of the Act: None

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 checkmark 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 15.0107 ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

On ~~December~~March 1925, ~~2023~~2024, Trilogy International Partners Inc. (~~“TIP Inc.” or~~ the “Company”) ~~entered into a definitive arrangement agreement (the “Arrangement Agreement”) with SG Enterprises II~~, ~~LLC~~held ~~(“SG”), an entity controlled by John W. Stanton,~~ a ~~director~~Special ofMeeting ~~the Company, and Theresa E. Gillespie, a former director~~ of ~~the~~Shareholders ~~Company, pursuant~~ to ~~which~~consider, SGvote ~~will acquire all of the issued~~ on and ~~outstanding~~approve ~~common shares (“Common Shares”) of~~ the ~~Company~~matters ~~that~~listed ~~SG does not already own for cash consideration of $0~~below.07 ~~per~~The ~~Common~~proposals ~~Share~~are ~~(the~~described ~~“Transaction”)~~in bydetail ~~way~~in ~~of a statutory plan of arrangement under~~ the ~~Business~~Company’s ~~Corporations~~Definitive ~~Act~~Proxy ~~(British~~Statement ~~Columbia)~~on ~~(the~~Schedule ~~“Arrangement”).~~14A SGfiled ~~currently~~with ~~owns 16,908,563 Common Shares, representing 19.1% of~~ the ~~issued~~Securities and ~~outstanding~~Exchange ~~Common~~Commission ~~Shares.~~on ~~Upon~~February ~~completion of the Transaction~~21, ~~subject to its terms, SG would own 100% of the issued and outstanding Common Shares~~2024.

AtHolders ~~the~~of ~~effective~~52,580,047 ~~time~~common shares of the ~~Arrangement~~Company, ~~shareholders~~representing ~~will~~59.327% ~~receive~~of ~~cash~~the ~~consideration~~shares ofentitled $0to vote were represented in person or by proxy at the Special Meeting.07 The final voting results for each ~~Common~~of ~~Share~~the ~~held.~~matters submitted to a vote of the Company’s shareholders at the Special Meeting are presented in the tables below.

InProposal ~~connection~~1: ~~with~~Approval ~~the Arrangement Agreement, all directors and officers~~ of the ~~Company have entered into customary voting agreements to vote in favour of the~~ Arrangement. Closing of the Transaction is also subject to the satisfaction of a number of conditions customary for transactions of this nature, including requisite shareholder approval and the receipt of certain regulatory, court and stock exchange approvals.

~~The~~On ~~foregoing~~December ~~description~~19, of2023, the ~~Arrangement~~Company ~~Agreement~~entered ~~attached~~into ~~hereto~~a asdefinitive ~~Exhibit~~agreement ~~2.1 furnished herewith is intended to provide information regarding~~ (the ~~terms of the~~ “Arrangement Agreement,”) ~~and~~with ~~are~~SG ~~not~~Enterprises ~~intended~~II, toLLC ~~modify or supplement any factual disclosures about~~ (the “Purchaser”), ~~Company~~a inWashington ~~its~~limited ~~public~~liability ~~reports~~company ~~filed~~owned ~~with~~by ~~the~~John UW.S. ~~Securities and Exchange Commission. In particular~~Stanton, ~~the~~a ~~Arrangement~~director ~~Agreement~~of ~~and~~ the ~~related summary are not intended to be~~Company, and ~~should~~Theresa ~~not~~E. ~~be relied upon as~~Gillespie, ~~disclosures~~a ~~regarding~~former ~~any~~director ~~facts and circumstances relating to the Company or any~~ of ~~its subsidiaries or affiliates. The Arrangement Agreement contains representations and warranties by~~ the Company and ~~SG, which were made only for purposes of that agreement and as of specified dates~~Mr. ~~The~~Stanton’s ~~representations~~spouse, ~~warranties~~pursuant ~~and~~to ~~covenants~~which in the ~~Arrangement~~Purchaser ~~Agreement~~will ~~were~~acquire ~~made~~all ~~solely~~of ~~for~~ the issued ~~benefit~~and ofoutstanding ~~the~~common ~~parties~~shares toof the ~~Arrangement~~Company ~~Agreement,~~it ~~may~~already bedoes ~~subject~~not toown ~~limitations agreed upon~~ by ~~the~~way ~~contracting~~of ~~parties,~~a ~~including~~statutory ~~being~~plan ~~qualified~~of byarrangement ~~confidential~~under ~~disclosures made for~~ the ~~purposes~~Business ofCorporations ~~allocating~~Act ~~contractual~~(British ~~risk~~Columbia) ~~between~~ (the ~~parties to the~~ “Arrangement”). ~~Agreement~~The ~~instead~~Company’s ofobligation ~~establishing~~to ~~these~~complete ~~matters~~the asArrangement ~~facts, and may be~~ is subject to ~~standards~~approval ofby ~~materiality~~(i) ~~applicable~~at toleast ~~the~~66 ~~contracting~~2/3% ~~parties~~of ~~that~~the ~~differ~~votes ~~from~~cast ~~those~~by ~~applicable~~shareholders topresent ~~investors.~~or Inrepresented ~~addition,~~by ~~information~~proxy ~~concerning~~at the ~~subject~~Special ~~matter of the representations~~Meeting, ~~warranties~~ and ~~covenants~~(ii) ~~may~~a ~~change~~majority ~~after the date~~ of the ~~Arrangement~~votes ~~Agreement,~~cast ~~which~~by ~~subsequent~~shareholders ~~information~~present ~~may~~ or ~~may~~represented ~~not~~by beproxy ~~fully~~at ~~reflected in~~ the ~~Company’s~~Special ~~public disclosures. Moreover~~Meeting, excluding the ~~descriptions of the Arrangement Agreement and the other agreements described above do not purport to describe all of the terms of such agreements~~Purchaser.

OnThe ~~December~~proposal ~~19,~~to ~~2023,~~approve the ~~Company~~Arrangement Agreement and ~~SG issued a press release announcing~~ the ~~Arrangement.~~consummation ~~A copy~~ of the ~~press~~Arrangement ~~release~~was isapproved ~~filed as Exhibit 99.1 hereto and is incorporated~~ by ~~reference~~the ~~herein.~~following vote:

~~Item~~(i) ~~9.01~~Vote ~~Financial~~of ~~Statements~~all ~~and Exhibits.~~shareholders:

(d) Exhibits.

Votes For		Votes Against		Abstentions		Broker Non-Votes
52,578,671		1,376		0		0

ExhibitNumber		Description of Exhibit
2.1		Arrangement Agreement, dated December 19, 2023, among SG Enterprises II, LLC and Trilogy International Partners Inc.
99.2		Press Release dated December 19, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

(ii)

Vote of all shareholders, excluding the Purchaser:

Votes For		Votes Against		Abstentions		Broker Non-Votes
35,670,108		1,376		0		0

~~SIGNATURES~~Item 8.01 Other Events.

~~Pursuant~~A tocopy ~~the requirements~~ of the ~~Securities~~press ~~Exchange~~release ~~Act~~announcing ofthe ~~1934,~~results of the ~~registrant~~Special ~~has~~Meeting ~~duly~~is ~~caused~~attached ~~this~~hereto ~~report~~as toExhibit be99.1 ~~signed~~and onincorporated ~~its~~herein ~~behalf~~ by ~~the undersigned hereunto duly authorized~~reference.

	Trilogy International Partners Inc.
	(Registrant)
Date: December 20, 2023	By:	/s/ Bradley J. Horwitz
		Bradley J. Horwitz
	Title:	President, Chief Executive Officerand Chief Financial Officer

Item 9.01

Financial Statements and Exhibits.

3(d) Exhibits.

Exhibit Number		Description of Exhibit
99.1		Press release, dated March 25, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	Trilogy International Partners Inc.
	(Registrant)

Date: March 25, 2024	By:	/s/ Bradley J. Horwitz
	Name:	Bradley J. Horwitz
	Title:	President, Chief Executive Officer and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press release, dated March 25, 2024

Filing Compare · Trilogy International Partners Inc.