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): ~~October~~September 1528, 2020

BRIDGEWAY NATIONAL CORP.

(Exact Name of Registrant as Specified in its Charter)

Delaware

000-55505

‎45-5523835‎

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1015 15^th Street NW, Suite 1030

Washington, DC 20005

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (202) 846-7869

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))

Indicate by check mark whether 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
Class A Common Stock		BDGY		OTC Pink

As used in this Current Report on Form 8-K, and unless otherwise indicated, the terms “Bridgeway,” “the Company,” “we,” “us” and “our” refer to Bridgeway National Corp.

Item 1.01 Entry into a Material Agreement

~~Effective~~On ~~October~~August 153, ~~2020~~2021 (the “Issue Date”), Bridgeway National Corp. (“Bridgeway,” “us,” “our” or the “Purchaser”) entered into ~~two~~a ~~purchase~~convertible ~~agreements~~promissory note (the “~~Purchase~~Promissory ~~Agreements~~Note”) with Nevly Holdings Corp. (“Nevly” or the “Corporation”) pursuant to which the Corporation entered into a promissory note purchase agreement we(the ~~agreed~~“Purchase Agreement”) with Bridgeway, pursuant to ~~acquire~~which ~~100~~Bridgeway purchased from the Corporation (i) 9% convertible promissory notes of the ~~outstanding~~Company ~~capital~~in ~~stock~~an aggregate principal amount of ~~Merchandize~~$500,000.00 ~~Liquidators~~(together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, ~~Inc.~~the “Notes”, and each, a “Note”), ~~Miami-Florida~~convertible ~~based~~into ~~direct~~shares ~~wholesale~~(the “Conversion Shares”) of common stock of the Corporation (the “Common ~~and~~Stock”). ~~retail~~The ~~liquidator~~maturity date of ~~surplus~~the ~~merchandise~~Notes shall be on that day that is twelve (12) months after the Issue Date (the “~~MLI~~Maturity Date”) and is the date upon which the principal amount of the Notes, as well as all accrued and unpaid interest and other fees, shall be due and payable.

~~The~~Under ~~first~~the ~~Purchase~~terms ~~Agreement~~of the Notes, the Purchaser shall fund the payment for the Notes in tranches with CWthe ~~Merchandize~~first ~~Liquidators,~~tranche ~~LLC~~due within ten (10) business days of the Issue Date (the “CWInitial ~~Merchandize~~Tranche Funding Date”) and in an amount equal to $200,000 (the ~~minority~~“Initial ~~shareholder~~Tranche ofAmount”) ~~MLI~~and each successive tranche (~~the~~each a “CWTranche ~~Merchandize~~Funding ~~Purchase Agreement~~Date”), ~~provides~~shall ~~for~~be funded by the ~~acquisition~~Purchaser within five (5) business days of CWreceiving ~~Merchandize’s~~written ~~shares in~~request ~~MLI~~from inthe ~~exchange~~Corporation ~~for~~provided ~~payment~~that ofeach ~~cash~~subsequent ~~consideration~~request ofshall be in an amount equal to or greater than $6100,000.~~999~~ ~~million.~~ The ~~second~~Purchaser ~~Purchase~~shall ~~Agreement~~have ~~with~~the ~~Edgar~~right ~~Martinez,~~at any time on or after the ~~majority~~ ~~shareholder~~nine month anniversary of ~~MLI~~the Issue Date (the “~~Martinez~~Conversion ~~Purchase Agreement~~Date”), ~~provides~~to ~~for~~convert ~~the~~(a ~~acquisition~~“Conversion”) all or any part of ~~his~~the ~~shares~~outstanding and unpaid principal amount inand ~~MLI~~accrued inand ~~exchange~~unpaid ~~for~~interest of the ~~issuance~~Notes, and any other amounts owed under the Notes, into fully paid and non-assessable shares of Common ~~252~~Stock,~~644,000~~ or any shares of ~~Bridgeway~~capital ~~Class~~stock Aor other securities of the Corporation into which such Common Stock shall hereafter be changed or reclassified at the Conversion Price (as defined below). The “Conversion Price” per share shall be an amount equal to $25.00 per share. The Corporation is a fintech company focused on delivering financial literacy, credit repair and wealth management products to consumers in a comprehensive, easy-to-use format. The Corporation’s mission is the education of consumers through the delivery of value-added financial literacy and wealth management products that are designed to build strong financial habits. The Corporation’s digital products provide consumers with access to credit repair and budget building tools; credit, lending and other money saving products as well as tailored wealth management services.

InThe ~~addition~~foregoing todescription of the ~~above~~ terms, ~~the~~and ~~Purchase~~conditions ~~Agreements~~of ~~contain~~the ~~customary~~Purchase ~~representations,~~Agreement ~~warranties, covenants~~ and ~~indemnities of~~ the ~~parties.~~Convertible ~~Closing~~Promissory ofNote ~~the~~are ~~transactions~~qualified ~~contemplated~~in their entirety by reference to the CWapplicable ~~Merchandize~~document, ~~Purchase~~copies ~~Agreement~~of ~~and~~which ~~the~~are ~~Martinez~~filed ~~Purchase~~as ~~Agreement is~~Exhibit ~~contingent,~~10.1 ~~among~~and ~~other~~Exhibit ~~matters~~10.2, onrespectively, ~~the~~to ~~contemporaneous~~this ~~closing~~report and ~~under~~incorporated ~~both~~herein ~~Purchase~~by ~~Agreements~~reference.

The foregoing summary of the Purchase Agreements does not purport to be complete and is subject to and qualified in its entirety by the full texts of the CW Merchandize Purchase Agreement and the Martinez Purchase Agreement, copies of which are filed as Exhibit 10.1 and Exhibit 10.2 to this report respectively and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1	~~Purchase Agreement dated October 15, 2020 by and between Bridgeway National Corp. and CW Merchandize Liquidators, LLC.~~	Promissory Note Purchase Agreement dated August 2, 2021, between Bridgeway National Corp. and Nevly Holdings Corp.
10.2	~~Purchase Agreement dated October 15, 2020 by and between Bridgeway National Corp. and Edgar Martinez.~~	Convertible Promissory Note dated August 2, 2021, issued by Nevly Holdings Corp. to Bridgeway National Corp.

SIGNATURES

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

	BRIDGEWAY NATIONAL CORP.

	By:	/s/ Eric Blue
		Eric Blue
		Chief Executive Officer

Dated: ~~October~~August 193, ~~2020~~2021

Filing Compare · BRIDGEWAY NATIONAL CORP.