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 (Date of earliest event reported): ~~April~~June 3012, 2023

FRONTERA GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada		333-198524		46-4429598
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

701 Carson Street, Suite 200

Carson City, Nevada 89701

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number including area code: 909-374-5750

N/A

(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))

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. ☐

Item 2.01. Completion of Acquisition of Assets.

Purchase of ~~Global~~Real ~~Market~~Estate ~~Link~~Property at San Juan, ~~LLC.~~Hidalgo ~~24.9%~~County, ~~Equity~~Texas ~~Interest~~

On ~~April~~or 30about April 8, 2023, ~~Frontera~~the ~~Group~~Company ~~Inc~~and Texas G&S Investments, Inc.(“~~Company~~TGSI”), ~~entered~~a ~~into~~Texas ancorporation ~~Amended~~entered ~~and~~into a ~~Restated Securities~~ Purchase Agreement (the “Purchase Agreement”), bywhereby ~~and among~~ the Company ~~and~~contracted ~~Robert~~to acquire ~~Espaillat~~from ~~and~~TGSI ~~Global~~certain ~~Market~~real ~~Link,~~property ~~LLC.,~~containing ~~(“GML”)~~approximately ~~a South Carolina limited liability company~~11. ~~The~~02 ~~Company~~acres ~~agreed~~located toat ~~acquire~~411 ~~from~~and ~~Robert~~502 ~~Espaillat~~E. 24Expwy.9% of83 ~~the~~San ~~issued~~Juan, ~~and~~Hidalgo ~~outstanding~~County, ~~membership~~Texas ~~interests~~78501 of(“San ~~GML~~Juan asProperty”) ~~well~~at asa ~~obtain~~purchase ~~the~~price ~~consent~~ of ~~GML to the transfer of interests~~$6,500,000.

OnEffective ~~April~~June 3012, 2023 ~~the~~all ~~Company,~~closing ~~Robert~~conditions ~~Espaillat,~~were deemed finally satisfied and ~~GML~~the ~~partially~~Company closed on the ~~sale~~purchase ~~and~~at a purchase ofprice ~~24.9%~~ of ~~the~~$6,500,000 ~~GML~~in ~~membership~~a ~~interests~~transaction toin which the ~~Company.~~Seller ~~Effective May~~providing 5,100% ~~2023~~financing to the ~~Company~~company ~~completed~~in the ~~remainder~~form a Promissory Note of $6,500,000 (the ~~transaction~~“Company byNote”) ~~completing~~and anretained ~~assignment~~a offirst ~~membership~~lien deed of ~~GML~~trust on the San Juan Property (the “~~Assignment~~First Lien Deed of Trust”) atuntil asuch ~~purchase~~time ~~price~~as ofthe ~~$500,000~~Company incompleted aall ~~transaction~~payments inunder ~~which~~ the ~~Seller~~terms ~~provided~~of ~~100%~~the Seller financing. toIn addition, the Company inand ~~the~~TGSI ~~form~~entered into a ~~Promissory~~Net ~~Note~~Profits (Agreement whereby TGSI is entitled to share in net profits generated from the ~~“Note”)~~sale ~~and~~of ~~Seller~~the ~~retained~~property aaccording ~~pledge~~to ~~and~~an ~~security~~agreed ~~interest~~waterfall (the “~~Pledge~~Net ~~and~~Profits ~~Security Agreement~~Interest”). The inCompany and toTGSI ~~the~~also ~~24.9%~~entered ~~membership~~into ~~interests~~an ~~sold~~Assignment byof ~~Seller~~Leases toand ~~the~~Rents ~~Company~~agreement ~~until~~under ~~such~~which ~~time as~~ the Company ~~completed~~assigned to TGSI all ~~payments~~the ~~due~~interests ~~Espaillat~~and ~~under~~benefits of the ~~terms~~leases ofon the ~~Seller~~San ~~financing.~~Juan Property.

The forgoing description of the Purchase Agreement, Note and Pledge and Security Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, Assignment, Note, and Pledge and Security Agreement which is filed as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) contemporaneously with this Form 8K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
10.1	~~Amended and Restated Securities~~ Purchase Agreement
10.2	Promissory Note
10.3	~~Pledge~~Net ~~and~~Profits ~~Security~~ Agreement
10.4	Assignment of Leases and Rents Agreement

SIGNATURE

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

	Frontera Group, Inc.
Date: May 30, 2023	By:	/s/ Andrew De Luna
Date: June 12, 2023	By:	/s/ Andrew De Luna
		Andrew De Luna Interim Chief Executive Officer

Filing Compare · FRONTERA GROUP INC.