Frugl Group Limited (ASX:FGL) entered into a binding heads of agreement to acquire Trienpont International Co., Ltd. from Apisara Limapichat, Vincent Trienpont, Rohan Alexander Brammall and Justin McCarthy for AUD 3.2 million on January 10, 2024. In consideration for the acquisition, Frugl will pay cash of AUD 0.08 million and issue the Trienpont Vendors in proportion to their respective interests in Trienpont 440 million number of fully paid ordinary shares in the capital of Frugl amounting to AUD 7.92 million. The shares will be escrowed and will be issued to the Trienpont Vendors on the following basis - 30% subject to a escrow of 12 months from the issue date until Frugl achieving AUD 2.5 million in revenue for financial year ending June 30, 2024 and 70% subject to a escrow of 24 months from the issue date until Frugl achieving AUD 4 million in revenue for financial year ending June 30, 2025.

The transaction is conditional on the parties obtaining all necessary shareholder and regulatory approvals an all third party approvals and consents necessary. The transaction is expected to complete on February 23, 2024.