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): ~~September~~October 224, 2022

ALTITUDE INTERNATIONAL HOLDINGS, INC.

(Exact name of Registrant as specified in its Charter)

New York	000-55639	13-3778988
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
of Incorporation)	File Number)	Identification No.)

4500 SE Pine Valley Street, Port St. Lucie, FL 34952

(Address of Principal Executive Offices)

772-323-0625

(Registrant’s Telephone Number, including area code)

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 (see general instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14-a-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~~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~~ﬁnancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 15.0102 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Agreement~~ Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

AsCEO ~~previously disclosed, Altitude International Holdings, Inc. (the “Company”) entered into that certain Purchase~~ and ~~Sale~~Chairman ~~Agreement~~Employment effective as of April 25, 2022 (the “Property PSA”), as amended, for the purchase by the Company of the 216-acre Port St. Lucie, Florida property formerly operated under the name “Club Med Sandpiper Bay” (the “Property”) from Sandpiper Resort Properties, Inc. and Holiday Village of Sandpiper, Inc. (collectively, “Sandpiper”). Pursuant to the terms of the Property PSA the Company was allowed to assign is rights under the Property PSA. Agreement

~~Specifically,~~On onOctober ~~September 2~~24, 2022, Altitude International Holdings, Inc. (the “Company”) ~~assigned~~entered ~~to Altitude~~into ~~Hospitality~~an ~~LLC~~employment agreement with Gregory Breunich, ~~its~~Chief ~~newly~~Executive ~~formed~~Officer ~~wholly~~and ~~owned~~Chairman ~~subsidiary~~of the Company (the “~~Altitude~~Breunich ~~Hospitality~~Employment Agreement”). ~~its~~The ~~rights~~Breunich Employment ~~under~~Agreement ~~the~~is ~~Property PSA~~for ~~and~~a ~~Altitude~~term ~~Hospitality~~of ~~agreed~~five toyears, ~~designate~~and ~~STORE~~it ~~Capital~~may ~~Acquisitions,~~be ~~LLC,~~terminated aby ~~Delaware~~Mr. ~~limited~~Breunich ~~liability~~and ~~company~~the ~~(“STORE”) as~~Company ~~the~~for ~~grantee~~good ~~under~~reason ~~the~~or ~~deed~~for ~~from~~cause, respectively. ~~Sandpiper~~Pursuant ~~Resort~~to ~~Properties~~the Breunich Employment Agreement, ~~Inc~~Mr. ~~and~~Breunich ~~Holiday~~will ~~Village~~receive an annual base salary of ~~Sandpiper~~$300, ~~Inc~~000. ~~(collectively~~00, ~~“Sandpiper”)~~of which ~~through~~$60,000.00 in the ~~entrance~~first ~~into~~year ~~that~~shall ~~certain~~be ~~Purchase~~deferred for one year and ~~Sale~~shall ~~Agreement~~be ~~between~~eligible ~~Altitude~~to ~~Hospitality~~earn annual target bonuses for each fiscal year comprised of a cash portion and ~~STORE~~a (portion payable in shares of common stock of the ~~“STORE~~Company, ~~PSA”)~~as discussed in the Breunich Employment Agreement. ~~The~~Mr. ~~purchase~~Breunich ~~price~~shall ~~paid~~also bybe ~~STORE~~eligible ~~under~~to ~~the~~earn ~~STORE~~a ~~PSA~~buyout ~~for~~bonus ~~payment~~to be paid to ~~Sandpiper~~Mr. ~~under~~Breunich upon the ~~Property~~closing ~~PSA~~of ~~was~~a ~~$55,000,000~~sale of the Company.

~~The~~Upon termination ~~title~~by toMr. ~~the~~Breunich ~~Property~~for ~~was~~good ~~conveyed~~reason, toor ~~STORE~~by ~~through~~the Company without cause, the ~~Property~~Company ~~PSA~~shall inpay aor ~~simultaneous~~provide ~~closing~~to Mr. ~~Concurrently~~Breunich ~~with~~severance ~~the~~pay ~~sale~~equal to ofhis then current annual base salary for twelve (12) months, ~~Altitude~~during which time Mr. Breunich shall continue to receive all employee ~~Hospitality~~benefits ~~entered~~and ~~into~~employee abenefit ~~Lease~~plans ~~Agreement~~as ~~with~~described ~~STORE~~in ~~for~~the ~~Altitude~~Breunich ~~Hospitality’s~~Employment ~~lease~~Agreement. ~~and~~As ~~use~~a full-time employee of the ~~Property~~Company, ~~through~~Mr. ~~September~~Breunich ~~30,~~will ~~2042,~~be ~~with~~eligible ~~five-year~~to ~~extension~~participate ~~options~~in ~~through~~all ~~2062~~of the Company’s benefit programs.

~~The~~COO, ~~Property~~Executive ~~PSA~~Vice ~~and~~President ~~STORE PSA contain customary representations, warranties, covenants, indemnification~~ and ~~other~~Director ~~terms~~Employment ~~for transactions of a similar nature.~~Agreement

~~Through~~On ~~the~~October ~~Agreements~~24, ~~described below~~2022, ~~Altitude~~the ~~Hospitality~~Company ~~will~~entered ~~operate~~into ~~the~~an ~~resort~~employment asagreement ~~“Sandpiper~~with Scott ~~Bay~~Del ~~Resort”~~Mastro, ~~under~~Executive ~~the~~Vice ~~“Trademark Collection®~~President, byChief ~~Wyndham”~~Operating Officer and ~~will~~Director ~~expand~~of ~~and~~the ~~develop~~Company (the ~~Property~~“Del asMastro ~~described below~~Employment Agreement”). The ~~Property~~terms ~~will~~of ~~also~~the ~~serve~~Del asMastro ~~the~~Employment ~~Company’s world~~Agreement ~~headquarters~~are ~~for~~substantially the ~~Company~~same ~~and~~as ~~its~~the ~~wholly~~Breunich ~~owned~~Employment ~~subsidiaries~~Agreement, other ~~including,~~than ~~but~~Mr. ~~not~~Del ~~limited~~Mastro’s ~~to,~~annual ~~the~~base ~~sports~~salary ~~academies (~~which ~~have operated~~shall ~~from~~be ~~the Property for the past thirteen years)~~$250,000.00 ~~Rush~~per ~~Soccer~~year, ~~Altitude~~of ~~International~~which $50,000.00 in the ~~resort~~first ~~operations~~year ~~and~~shall be ~~the~~deferred ~~Company’s other~~for ~~operations~~one year.

~~Lease~~Director ~~Agreement~~of Tennis and Director Employment Agreement

~~Concurrently~~On ~~with~~October ~~the~~24, ~~assignment~~2022, of the ~~Property~~Company ~~PSA and the ultimate purchase of the Property by STORE, Altitude Hospitality~~ entered into aan ~~Lease~~employment ~~Agreement~~agreement ~~(the “Lease”)~~ with ~~STORE~~Gabriel ~~for~~Jaramillo, ~~Altitude~~Director ~~Hospitality’s lease and use~~ of ~~the~~Tennis ~~Property through September 30, 2042, with five-year extension options through 2062. The base annual rental under the Lease is $4,400,000, subject to certain adjustments,~~ and ~~the~~Director security deposit required is $6,600,000. Additionally, Altitude Hospitality is required to establish a Capital Replacement Reserve Account into which Altitude Hospitality will deposit monthly an amount between 2-4% of the ~~gross revenue of~~ Company (the ~~Property~~“Jaramillo ~~for~~Employment ~~the preceding month~~Agreement”). IfThe noterms ~~event~~ of ~~default is occurring under~~ the ~~Lease,~~ ~~then~~Jaramillo ~~Altitude~~Employment ~~Hospitality~~Agreement ~~shall~~are ~~have~~substantially the ~~right~~same ~~to withdraw certain Approved Expenditures (~~as ~~defined therein) from~~ the ~~Capital~~Del ~~Replacement~~Mastro ~~Reserve~~Employment Account (as defined therein) to be used to pay for the cost of furniture, fixtures and equipment for the Property or other real property improvements to the Property, subject to certain requirements of STORE.Agreement

~~The~~Item ~~Company~~5.02 ~~agreed~~of tothis ~~unconditionally~~Current ~~guarantee~~Report on Form 8-K contains only a brief description of the ~~payment~~material terms of and ~~performance~~does ofnot ~~Altitude~~purport ~~Hospitality~~to ~~under~~be a complete description of the ~~Lease~~rights ~~until all~~and obligations ~~are~~of ~~paid~~the ~~under~~parties to the ~~Lease.~~Breunich ~~Any~~Employment ~~debt~~Agreement, ofthe Del Mastro Employment Agreement and the ~~Company~~Jaramillo isEmployment Agreement, and ~~will~~such ~~be subordinated~~descriptions are qualified in their entirety by reference to the ~~indebtedness~~full texts of ~~Altitude~~the ~~Hospitality~~Breunich Employment toAgreement, ~~STORE~~the ~~under~~Del Mastro Employment Agreement and the ~~Lease~~Jaramillo Employment Agreement, copies of which are filed herewith as Exhibits 10.1, 10.2 and 10.3, respectively.

~~After~~Item forty-eight months, and if the property improvements have occurred as required by the Franchisor (as defined below), and until one hundred nine months following the Effective Date of the Lease, Altitude Holdings shall have the option (the “Purchase Option”) to give STORE written notice to purchase the Property for a price equal to the greater of (i) 110% of STORE’s total investment; or (ii) the then current base annual rental divided by the applicable cap rate9. ~~The closing for such Purchase Option must occur within ninety (90) days following STORE’s receipt of the Purchase Option notice~~01. Altitude Hospitality’s rights under the Purchase Option shall terminate if the Lease terminates or if the initial term expires before the exercise of the Purchase Option, except if the Lease terminates prior to the end of the initial term or any extension term, then Altitude Hospitality may elect to exercise the Purchase Option if written notice is given to Lessor at least ten days prior to such terminationExhibits. ~~The Purchase Option may not be assigned.~~

~~Altitude~~(d) Hospitality also has a right of first refusal to purchase the Property if STORE desires to the sell the Property and receives a bona fide written offer from a third party purchaser. Altitude Hospitality must purchase the Property on the same terms as the third party offer and must notify STORE of its election to complete the purchase within ten days of receiving notice of the sale from STORE.Exhibits

The Lease contains customary representations, warranties, covenants, indemnification and other terms for transactions of a similar nature.

Exhibit No.		Exhibit
10.1		Employment Agreement, dated October 24, 2022, by and between Altitude International Holdings, Inc. and Gregory Breunich

10.2		Employment Agreement, dated October 24, 2022, by and between Altitude International Holdings, Inc. and Scott Del Mastro

10.3		Employment Agreement, dated October 24, 2022, by and between Altitude International Holdings, Inc. and Gabriel Jaramillo

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Membership Agreement

Altitude Hospitality entered into a Membership Agreement (the “Membership Agreement”) with TMH Worldwide, LLC (the “Franchisor”), through which Altitude Hospitality was granted franchise rights to operate under the “Trademark Collection® by Wyndham” brand. Pursuant to the Membership Agreement, Altitude Hospitality agreed to make certain property improvements. The term of the Membership Agreement is twenty years. Fees due to the Franchisor under the Membership Agreement include a “Combined Fee” of up to 6% of gross revenue during the term of the Membership Agreement. Pursuant to the terms of the Membership Agreement, Altitude Hospitality agreed to pay the Franchisor a nonrefundable fee of $101,000 as an “Affiliation Fee.”

The Membership Agreement contains customary representations, warranties, covenants, indemnification and other terms for transactions of a similar nature.

Disbursement Agreement

The Company executed a disbursement agreement (the “Disbursement Agreement”) with STORE through which STORE agreed to fund up to $25,000,000 to Altitude Hospitality for construction costs to enable Altitude Hospitality, as lessee under the Lease, to construct and renovate improvements to the Property and complete the property improvement plan construction and remodel work required by Franchisor under the Membership Agreement at the Premises. The terms of the Disbursement Agreement are subject to certain conditions, including the funding by Altitude Hospitality of at least $8,000,000 toward improvements at the Property (including establishing a construction deposit of $3,000,000 in segregated funds for such purpose), all of which may be reimbursed by STORE under the Disbursement Agreement if certain conditions are met. The Disbursement Agreement contains customary representations, warranties, covenants, indemnification and other terms for transactions of a similar nature.

Loan Agreement

On September 2, 2022, the Company, Altitude Hospitality and Trident Water, LLC, a Florida limited liability company (collectively, the “Borrowers”) entered into a Loan Agreement with FVP Servicing, LLC, a Delaware limited liability company, in its capacity as administrative agent (“FVP”), among others (the “Loan Agreement”), and ancillary documents including an Exclusivity Agreement, Revenue Share Agreement, Security Agreement, and Payment Guaranty (each as defined in the Loan Agreement) under which the Borrowers borrowed Fifteen Million Dollars ($15,000,000) with an interest rate per annum of SOFR (with a 2% floor) + thirteen percent (13%) and a maturity date of September 2, 2025 (with an option to extend one additional year if certain conditions are met) (the “Loan”). As additional consideration for the Loan, FVP or its designees will receive 102,754,802 restricted shares of common stock of the Company (the “Loan Consideration Shares”).

Pursuant to the Revenue Share Agreement, Altitude Hospitality agreed to pay FVP an amount equal to twenty percent (20%) of all net operating income (the “Revenue Share”) for such calendar quarter (on a cumulative basis). The term of the Revenue Share Agreement is ten years, however the Company has an option, upon ten business days’ prior written notice, to terminate the Revenue Share Agreement upon the payment to FVP an amount equal to $2,500,000, plus the amount of all Revenue Share payments accrued through the proposed termination date.

Pursuant to the Exclusivity Agreement, the Company and its subsidiaries agreed to use Feenix Payment Systems, LLC as the exclusive agent to provide credit card processing and related services. The Exclusivity Agreement shall remain in effect until one year after all obligations under the Loan Agreement have been satisfied.

Pursuant to the Security Agreement and Payment Guaranty, the Company’s wholly owned subsidiaries (except for Rush Education, LLC) have agreed to guarantee the Borrowers’ obligations under the Loan and have pledged their equity and granted a security interest in all their assets.

The Loan contains customary representations, warranties, covenants, indemnification and other terms for transactions of a similar nature.

FVP and Altitude Hospitality entered into two separate agreements related to the Loan on September 2, 2022. A Consent Agreement with STORE allows Altitude Hospitality to enter into the Loan Agreement and Security Agreement with FVP and requires STORE to give FVP notice of default and an opportunity to cure if Altitude Hospitality does not perform under the Lease Agreement or Disbursement Agreement. A Three Party Agreement with the Franchisor allows FVP to cure any defaults of Altitude Hospitality and to take possession of the Property and the Lease in an event of default under the Loan Documents.

Item 1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of and does not purport to be a complete description of the rights and obligations of the parties to the Property PSA, STORE PSA, Lease, Membership Agreement, Disbursement Agreement, Loan Agreement, Exclusivity Agreement, Revenue Share Agreement, Security Agreement, and Guaranty, and such descriptions are qualified in their entirety by reference to the full text of the Property PSA, STORE PSA, Lease, Membership Agreement, Disbursement Agreement, Loan Agreement, Exclusivity Agreement, Revenue Share Agreement, Security Agreement, Guaranty and other related agreements, copies of which are filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7 and 10.8, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The relevant information in Item 5.02 on this Current Report on Form 8-K, regarding the Loan Consideration Shares is incorporated herein by reference. The shares of common stock underlying the Loan Consideration Shares were not registered under the Securities Act of 1933, as amended (the “Securities Act”) but qualified for exemption under Section 4(a)(2) and/or Regulation D of the Securities Act.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
10.1		Purchase and Sale Agreement between Altitude Hospitality, LLC and STORE Capital Acquisitions, LLC dated September 2, 2022
10.2*		Disbursement Agreement between Altitude Hospitality, LLC and STORE Capital Acquisitions, LLC dated September 2, 2022
10.3*		Lease Agreement between Altitude Hospitality, LLC and STORE Capital Acquisitions, LLC dated September 1, 2022
10.4*		Membership Agreement between Altitude Hospitality, LLC and TMH Worldwide, LLC dated September 2, 2022
10.5		Loan Agreement among Altitude International Holdings, Inc., Altitude Hospitality, LLC Trident Water, LLC and FVP Servicing, LLC dated September 2, 2022
10.6		Security Agreement Altitude International Holdings, Inc., Altitude Hospitality, LLC Trident Water, LLC FVP Servicing, LLC dated September 2, 2022
10.7		Amended and Restated Exclusivity Agreement with Feenix Payment Systems, LLC dated September 2, 2022
10.8		Revenue Share Agreement among Altitude International Holdings, Inc., Altitude Hospitality, LLC and FVP Servicing, LLC dated September 2, 2022
10.9*		Three-Party Agreement between FVP Servicing , LLC, Altitude Hospitality, LLC and TMH Worldwide, LLC dated September 2, 2022
10.10		Consent Agreement between Store Capital Acquisitions, LLC, FVP Servicing, LLC and Altitude Hospitality, LLC dated September 2, 2022
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* Certain schedules to this exhibit have been omitted pursuant to Regulation S-K Item 601(a)(5). The registrant agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.

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~~thereunto duly authorized.

Date: ~~September~~October 828, 2022

ALTITUDE INTERNATIONAL HOLDINGS, INC. By: /s/ Gregory C. Breunich Name: Gregory C. Breunich Title: Chief Executive Officer

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