(a)

Represents the adjustment to recognize the estimated goodwill expected to arise from the acquisition of 123 Investments Limited.

(i)

Preliminary Purchase Price Allocation and Goodwill

The acquisition of 123 Investments Limited has been accounted for using the acquisition method of accounting in accordance with ASC 805. The preliminary purchase consideration consists of:

·

Issuance of 750,000 shares of GlobalTech common stock valued at $2.00 per share

·

Issuance of Series A Convertible Preferred Stock with an aggregate stated value of $8.28 million

·

Contingent issuance of up to 9,200 shares of Series A Convertible Preferred Stock with a stated value of $0.92 million

·

Contingent consideration in the form of an earn-out arrangement with a maximum payout of $1.0 million

The preliminary purchase price allocation is based on management’s estimates of fair value and is subject to change as additional information becomes available. The excess of the consideration transferred and the fair value of the non-controlling interest over the estimated fair value of identifiable net assets acquired has been recorded as goodwill.

The Company elected to measure the non-controlling interest at fair value, consistent with the full-goodwill method under ASC 805.

(ii)

Common Stock Issuance

Represents the issuance of 750,000 shares of GlobalTech Corporation’s common stock at $2.00 per share as partial consideration for the acquisition. The par value of $0.0001 per share has been allocated to common stock, with the remainder recorded to additional paid-in capital.

(iii)

Series A Convertible Preferred Stock

Represents the issuance of Series A Convertible Preferred Stock with an aggregate stated value of $9.2 million as partial consideration for the acquisition. The Series A Preferred Stock has been classified within permanent equity based on its terms, including the absence of mandatory redemption features.

(iv)

The goodwill is calculated as follows:

(b)

Represents the contingent liability related to the following items:

i)

Up to 9,200 shares of Series A Preferred Stock having a face value of $100 each, are issuable by the Company within seven days after the one-year anniversary of the Exchange if, and only if, the Shareholders have not defaulted in, or breached, any of their obligations, covenants or representations under the Exchange Agreement or the Shareholders Agreement dated November 24, 2025, entered into between GlobalTech Corporation, the stockholders of 123 Investments Limited and 123 Investments Limited (the “Shareholders Agreement”). This contingent consideration of $920,000 has been recorded as a liability.

ii)

The right to earn additional consideration of up to $1,000,000 (the “Earnout Consideration”) in the event that both (a) the total EBITDA of 123 Investments Limited in the fiscal year ended December 31, 2026 is equal to or greater than 2.5 million GBP; and (b) the total net profit of 123 Investments Limited in the fiscal year ended December 31, 2026 is equal to or greater than 1.0 million GBP, based on the financial statements of 123 Investments Limited provided to the Company by February 28, 2027. The Earnout Consideration may be paid, at the Company’s option, in cash or shares of Company common stock, with the total number of shares of Company common stock issuable to the Shareholders equal to the total amount of Earnout Consideration divided by the average closing price of the Company’s common stock on the last five trading days of calendar 2026, rounded up to the nearest whole share.

The contingent consideration liability recorded in the unaudited pro forma condensed combined balance sheet consists of (i) the fair value of up to 9,200 shares of Series A Preferred Stock issuable subject to post-closing compliance conditions, of $920,000 and (ii) the fair value of the performance-based earn-out consideration of up to $1.0 million. Both components were measured at fair value as of the acquisition date in accordance with ASC 805.

These arrangements represent contingent consideration within the scope of ASC 805-30. Although both forms of contingent consideration are expected to be settled in equity instruments of the Company, each arrangement results in an obligation to deliver equity instruments with a fixed or determinable monetary value, either through the issuance of a fixed number of preferred shares with a stated value equal to the amount due or a variable number of common shares with a fixed monetary value based on future market prices. Accordingly, the contingent consideration arrangements do not qualify for equity classification under ASC 480 and ASC 815-40.

For purposes of the unaudited pro forma condensed combined balance sheet, management has recorded an estimated contingent consideration liability of $1.92 million, with a corresponding increase to goodwill. The fair value of the contingent consideration was estimated using a probability-weighted income approach incorporating Level 3 inputs, including projected financial performance of the acquired business and discount rates.

Because the contingent consideration is classified as a liability, subsequent changes in its fair value will be recognized in earnings in the periods in which such changes occur. The unaudited pro forma condensed combined statements of operations do not reflect any subsequent remeasurement adjustments of the contingent consideration liability.

These transaction costs are non-recurring in nature and are not expected to have a continuing impact on the combined company’s results of operations.

(c)

Represents the following breakup:

i)

Proforma adjustment represents the elimination of the historical issued share capital of 123 Investments Limited of $585 in connection with the application of acquisition accounting. Upon consolidation, the historical equity balances of 123 Investments Limited are eliminated against the purchase consideration and the Company’s investment in the acquiree, consistent with the acquisition method of accounting under ASC 805.

ii)

Proforma adjustment represents the assumed issuance of 750,000 shares of GlobalTech Corporation’s common stock at an agreed value of $2.00 per share as partial consideration for the acquisition. The issuance has been recorded in the unaudited pro forma condensed combined balance sheet as an increase to common stock of $75, representing par value, with the excess of $1,499,925 recorded to additional paid-in capital.

iii)

Proforma adjustment represents the elimination of pre-acquisition retained earnings of 123 Investments Limited totalling $1,555,843, which are not carried forward in the combined financial statements of GlobalTech Corporation following the acquisition and are eliminated against the Company’s investment in the acquiree in accordance with ASC 805.

iv)

Proforma adjustment represents the elimination of accumulated other comprehensive income of 123 Investments Limited of $112,248, as such amounts relate to periods prior to the acquisition date and are not included in the combined accumulated other comprehensive income of GlobalTech Corporation under the acquisition method of accounting.

(d)

Represents the preferred stock issued as consideration:

■

82,800 shares of newly designated shares of Series A Convertible Preferred Stock of the Company each having a face value of $100, which is recorded as preferred stock in the proforma combined balance sheet.

The Series A Designation provides for the Series A Preferred Stock to have the following terms:

i)

Dividend Rights. The Series A Preferred Stock will not accrue any dividends or participate in any dividends.

ii)

Liquidation Preference. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a “Liquidation”), the holders of the Series A Preferred Stock are entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to the greater of (a) the Stated Value (the “Liquidation Preference”); and (b) the total amount of consideration which would have been payable upon such Liquidation if the Series A Preferred Stock was converted into common stock in full immediately prior to such Liquidation, for each share of Series A Preferred Stock, before any distribution or payment is made to the holders of any junior securities, but after the payment of any liquidation preference of any holder of senior securities, and if the assets of the Company are insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of the Series A Preferred Stock are to be ratably distributed among the holders of the Series A Preferred Stock in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.

iii)

Conversion Rights.

1)

Optional Conversion: During a 60-day period (the “Optional Conversion Period”) beginning on March 31, 2026, or June 1, 2026 if an application for Uplisting is pending as of March 31, 2026 (the “Optional Conversion Date”), each holder of Series A Preferred Stock may, at its option, convert its shares of Series A Preferred Stock into that number of shares of common stock equal to $100 (the “Stated Value”), divided by the greater of (i) $2.00 or (ii) the initial sales price of the Company’s common stock on the Nasdaq Capital Market, Nasdaq Global Market, or NYSE American, multiplied by 0.80 (the “Conversion Price”), subject to adjustment for stock splits and stock dividends, with any fractional shares rounded up to the nearest whole share.

2)

Automatic Conversion: Each share of Series A Preferred Stock will automatically convert to Company common stock (the “Automatic Conversion”) on the earlier of (i) the date that the Uplisting is approved and (ii) the last day of the Optional Conversion Period, into that number of shares of common stock equal to the Stated Value of such share of Series A Preferred Stock, divided by (1) for an Automatic Conversion occurring on the date that the Uplisting is approved, (a) the initial sales price of the Company’s common stock on the Nasdaq Capital Market, Nasdaq Global Market, or NYSE American, multiplied by (b) 0.80; and (2) for an Automatic Conversion occurring on the last day of the Optional Conversion Period, the greater of (x)(a) the initial sales price of the Company’s common stock on the Nasdaq Capital Market, Nasdaq Global Market, or NYSE American on the date that the Uplisting is approved, multiplied by (b) 0.80; and (y) $2.50, subject in each case to adjustment for stock splits and stock dividends, with any fractional shares rounded up to the nearest whole share.

3)

Voting Rights. The shares of Series A Preferred Stock have no voting rights, except in connection with the protective provisions discussed below.

Protective Provisions. So long as any shares of Series A Preferred Stock are outstanding, the Company cannot without first obtaining the approval of the holders of a majority of the then outstanding shares of Series A Preferred Stock, voting together as a class:

(a)

Amend any provision of the designation setting forth the rights of the Series A Preferred Stock;

(b)

Increase or decrease (other than by redemption or conversion) the total number of authorized shares of Series A Convertible Preferred Stock;

(c)

Adopt or authorize any new designation of any preferred stock or capital stock or amend the Articles of Incorporation of the Company in a manner which (i) provides any holder of common stock or preferred stock any rights upon a liquidation of the Company which are prior and superior to those of the holders of the Series A Preferred Stock; or (ii) adversely affects the rights, preferences and privileges of the Series A Preferred Stock (provided that no (1) increase in the number of authorized shares of common stock or preferred stock of the Company; or (2) designation of a new series of preferred stock of the Company which has rights junior or pari passu (except in the event of a liquidation event, in which case the rights of the Series A Preferred Stock shall be senior) to the Series A Preferred Stock shall be deemed to adversely affect the rights, preferences and privileges of the Series A Preferred Stock);

(d)

Effect an exchange, or create a right of exchange, cancel, or create a right to cancel, of all or any part of the shares of another class of shares into shares of Series A Preferred Stock;

(e)

Alter or change the rights, preferences or privileges of the shares of Series A Preferred Stock so as to affect adversely the shares of such series; or

(f)

Issue any shares of Series A Preferred Stock, except pursuant to the terms of the Exchange Agreement.

4)

Redemption Rights. The shares of Series A Preferred Stock have no redemption rights, except in connection with the protective provisions discussed above.

e)

Transaction Costs

Represents approximately $125,000 of acquisition-related transaction costs, primarily consisting of legal and professional fees incurred by GlobalTech Corporation in connection with the Exchange. Although these costs were incurred during the nine months ended September 30, 2025, they have been reflected as a pro forma adjustment in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024, in order to present the results of operations as if the Exchange had occurred at the beginning of the earliest period presented. In accordance with ASC 805, these costs have been expensed and are reflected in other operating expenses. These transaction costs are non-recurring in nature and are not expected to have a continuing impact on the combined company’s results of operations.

These transaction costs are non-recurring in nature and are not expected to have a continuing impact on the combined company’s results of operations.

No tax effects have been reflected for the pro forma adjustments as the Company has concluded that such effects are not material or are offset by existing net operating loss carryforwards.

f)

Net loss per common share: Basic and diluted

i)

Because the Company incurred a net loss for the periods presented, the assumed conversion of Series A Convertible Preferred Stock is anti-dilutive. Accordingly, diluted net loss per share is equal to basic net loss per share, and the weighted-average shares used for diluted net loss per share are the same as those used for basic net loss per share.

ii)

The shares issuable upon settlement of the contingent consideration arrangements have been excluded from the computation of basic and diluted net loss per share. The contingent issuance of Series A Convertible Preferred Stock is subject to post-closing conditions and, accordingly, the related shares are not considered outstanding for basic net loss per share. In addition, because the Company incurred a net loss for the periods presented, the assumed conversion of Series A Convertible Preferred Stock is anti-dilutive and has therefore been excluded from diluted net loss per share. Shares potentially issuable under the performance-based earn-out arrangement have also been excluded from basic and diluted net loss per share because the arrangement is classified as a liability.

g)

Transaction cost – Acquisition-related transaction costs of approximately $125,000 were incurred by GlobalTech Corporation during the nine months ended September 30, 2025, and are included in GlobalTech Corporation’s historical results of operations for that period. Accordingly, no pro forma adjustment has been recorded for the interim unaudited pro forma condensed combined statement of operations.