Sadot Group Inc

Our Business Overview

Sadot Group Inc. ("Sadot Group" or "SGI" or together with its subsidiaries, the “Company” or "Sadot"), a Nevada corporation was incorporated in Nevada on October 25, 2019. The principal corporate office of Sadot Group is located at 295 E Renfro St., Suite 209, Burleson, Texas, 76028, and the telephone number at that location is (832) 604-9568. Our website address iswww.sadotgroupinc.com.

Sadot Group together with its subsidiaries, is referred to in this Form 10-K annual report (“Form 10-K”) as the Company. The terms “we”, “us” and “our” are also used in the Form 10-K to refer to the Company. Throughout the Form 10-K, the terms “restaurants”, “stores”, “eatery” and “locations” are used interchangeably. While Sadot Group as the parent Company, does not directly own or operate any restaurants throughout this document we may refer to restaurants that were owned or operated by our subsidiaries as being Company-owned. Sadot Group is our parent company.

In late 2022, Sadot Group transformed from a U.S.-centric restaurant business into a global organization focused on the Agri-Foods supply-chain. Effective July 27, 2023, we changed our company name from Muscle Maker, Inc., to Sadot Group Inc. Sadot Group is headquartered in Burleson, Texas with subsidiary operations throughout the United States, Brazil, Canada, Colombia, India, Israel, Singapore, Ukraine, United Arab Emirates and Zambia.

1. Sadot LLC (“Sadot Agri-Foods”): Sadot Group’s largest operating unit is a global Agri-Foods company engaged in farming, commodity trading and shipping of food and feed (e.g., soybean meal, wheat and corn) via dry bulk cargo ships across the globe. Sadot Agri-Foods competes with the ABCD commodity companies (ADM, Bunge, Cargill, Louis-Dreyfus) as well as many regional organizations. Sadot Agri-Foods operates, through a majority owned subsidiary, a roughly 5,000 acre crop producing farm in Zambia with a focus on major commodities such as wheat, soy and corn alongside high-value tree crops such as avocado and mango. In addition, the Company has a deposit on farmland in Indonesia. Sadot Agri-Foods was formed as part of the Company’s diversification strategy to own and operate, through its subsidiaries, the business lines throughout the food supply chain. Sadot Agri-Foods seeks to diversify over time into a sustainable and forward-looking global Agri-Foods company.

2. Sadot Restaurant Group, LLC ("Sadot Food Services"): had three unique “healthier for you” concepts, including two fast casual restaurant concepts, Pokémoto and Muscle Maker Grill, During 2024, the Company operated a subscription-based fresh prep meal concept, SuperFit Foods, which was sold in August 2024. Throughout 2024 the remaining corporate owned restaurants were sold and converted into franchise locations or closed. As of the end of 2024 the Company only operates as the franchisor for Pokémoto and Muscle Maker Grill restaurants. The restaurants were founded on the belief of taking every-day menu options and converting them into “healthier for you” menu choices with the goal of satisfying consumers demand for healthier choices, customization, flavor and convenience. This entire operating segment was identified as held for sale and reported as discontinued operations. Please see Note 3 – Assets held for sale and Note 4 – Discontinued operations for further details.

On October 9, 2024, the Company filed a Certificate of Change Pursuant to NRS 78.209 with the Nevada Secretary of State to affect a reverse stock split of the Company's common stock at a ratio of one for- ten (the "Reverse Stock Split"), which became effective 12:01 am eastern on October 18, 2024. As a result of the Reverse Stock Split, every 10 shares of the Company's common Stock issued and outstanding on the effective date were consolidated into one issued and outstanding share. All stockholders where were entitled to receive fractional share interest. There was no change in the par value of the Company's common stock.

Our Industry

Sadot Agri-Foods:

Sadot LLC, through its subsidiaries, Sadot Latam, Sadot Brazil, Sadot Canada, Sadot Dubai and Sadot Enterprises (Zambia Farm), operates to enhance global food security by establishing an integrated supply-chain within the international Agri-food commodity industry that includes shipping, sourcing, farming and production. Our current primary focus is on farming, trading and shipping food and feed commodity items such as soy meal, corn and wheat between countries via containers or cargo ships. These shipments enhance global food security by providing raw materials and ingredients to various food manufacturers as part of the overall food supply chain.

Sadot Latam LLC ("Sadot Latam"): In May 2023, the Company expanded its Sadot Agri-Foods subsidiary within the agri-commodity sourcing and trading operations into North, Central and South America. The expansion was facilitated by a 5 year consulting agreement signed on June 14, 2023, providing for an annual consulting fee of $0.5 million per year and potential profit sharing calculated on a quarterly basis, between Sadot Agri-Foods’ operations and Buenaventura Trading LLC (“Buenaventura”) based in Miami FL. Buenaventura, led by Fausto Plaza, seasoned trade and finance professional, and a team of experienced trading consultants with backgrounds from several of the largest international food supply chain organizations, provides exposure to new trade routes throughout the Americas. The Buenaventura agreement was updated on December 20, 2024, providing a new annual consulting fee of $0.9 million per year and removing the profit sharing arrangement.

Sadot Enterprises Limited Ltd ("Sadot Enterprises": Sadot Farm Operations ("Sadot Zambia" is 100% owned by Sadot Enterprises Limited, which is 70% owned by Sadot LLC) includes approximately 5,000 acres of farmland in the Mkushi Region of Zambia which was acquired in August of 2023. Farm operations are focused on the supply of grains (soy, corn and wheat) as well as tree crops (mango and avocado).

Sadot Brasil Ltda ("Sadot Brazil"): In December 2023 Sadot Agri-Foods onboarded a team of seasoned industry professionals in Brazil to form Sadot Brazil. The Brazilian subsidiary is managed by Paulo de Sa and Flavio de Campos, two well-known industry veterans, who've gathered a team of professionals in commodity farming, sourcing, financing, and logistics, to operate the Brazilian operations. Sadot Brazil provides access to new trade routes originating in North, Central, and South America with destinations to various markets in Central and South America, as well as considerably enhancing its sourcing capabilities in one of the most important agricultural production regions worldwide.

Sadot Canada Inc ("Sadot Canada"): In July and August 2024 the Company expanded its Sadot Agri-Foods operations with the expansion into Canada. This entity is focused on commodity trading in Canada.

Sadot Agri FZCO (“Sadot Dubai”): In September 2024 the Company expanded its Sadot Agri-Foods operation with the expansion into United Arab Emirates. This entity was established to expand our banking and financing opportunities and for agri-food sourcing and transition our Black Sea trading operations from Sadot LLC to Sadot Dubai. Sadot Dubai will focus on trades in Black Sea and European based originations with Southeast Asian & China destinations.

Sadot Food Service:

Over the past year, the Company converted all its corporately owned and operated locations into franchise owned locations or closed underperforming locations. This strategy helped position the division to potentially divest the restaurants allowing the Company to focus on its international Agri-Foods supply chain business segments. The division sold SuperFit Foods in August 2024 and currently only operates as the franchisor for Muscle Maker Grill and Pokémoto restaurants which are identified as Assets held for sale.

Our Strategy

With the substantial pivot in the company’s strategy over the past two years, the Company will be focusing its growth on the international Agri-Foods supply-chain, including farming, commodity trade and shipping operations and is actively selling its legacy restaurant business. Our goal is to continue enhancing the Sadot Group Inc. global operations by creating a comprehensive, global Agri-Foods company that encompasses farming, agricultural commodity shipping and trading, distribution and production.

Our Strengths

Sadot Agri-Foods

Sadot LLC (“Sadot Agri-Foods”): Sadot Group’s largest operating unit is a global Agri-Foods company engaged in farming, commodity trading and shipping of food and feed (e.g., soybean meal, wheat and corn) via dry bulk cargo ships across the globe. Sadot Agri-Foods competes with companies such as the ABCD commodity companies (ADM, Bunge, Cargill, Louis-Dreyfus) as well as many regional organizations. The environment in which Sadot operates is populated with large, multi-layered, and cumbersome companies. The Sadot Group is an efficient and agile operation, with the ability to take advantage of arising opportunities in a constantly growing and evolving industry.

Over the past two years, The Company has assembled a team of industry professionals to manage and execute the Company’s overall strategy and day-to-day operations. The teams consist of industry experts, with decades of experience working for multinational companies, bringing their reputation, industry know-how and work practices to the group. These professionals who are in charge of devising and implementing the Company’s strategy while overseeing the day-to-day operations, are all highly experienced, well-versed and recognized in the Agri-food commodity supply-chain industry. This experience enables Sadot to gain recognition amongst the Company's operational and financial counterparts. The Company is actively establishing its presence in strategically important production, financial and operational regions throughout the world.

In addition, over the past two years, the Company has established a global footprint in key financial and operational international locations, positioning itself to take advantage of the various geographies’ benefits. These separate and distinct locations enables the Company to diversify operations and avoid dependence on any single market. Each of the Company’s subsidiaries is led by a seasoned professional that has devised a specific strategy tailored to their location while our Executive team oversees the implementation into the overall Company vision.

Operating in a global industry prone to many market volatility factors, the Company’s diversification strategy is key to our entire operation. Diversifying geographically, financially and across products allows the Company to hedge operations and potentially increase profit margins over time.

As a growing company, we have the benefit of being agile and asset-light, with a goal of being well positioned to seize time-sensitive opportunities and strategically invest in certain geographies, commodities and assets based on a forward-looking market understanding.

As part of our Agri-commodities operations, the Company is currently investing in forward-looking products such as carbon credits. This will allow us to offer lower carbon or carbon neutral products in the future, as well as offsetting our own carbon emissions. This rapidly growing market segment is becoming an essential component of global supply-chains and Sadot is already engaged in this market.

Our Intellectual Property

We have registered Sadot®, Pokémoto®, Muscle Maker Grill® and other certain names used by our restaurants as trademarks or service marks with the United States Patent and Trademark Office and Muscle Maker Grill® in one foreign country. Our brand campaign, Great Food with Your Health in Mind™and Get in the Aloha State of Mind™have also been approved for registration with the United States Patent and Trademark Office. In addition, the Sadot, Muscle Maker Grill and Pokémoto logos, recipes, website name and addresses (www.sadotgroupinc.com, www.musclemakergrill.com andwww.pokemoto.com) and Facebook, Instagram, Linkedin, Twitter and other social media and internet accounts are our intellectual property as well as Muscle Maker Grill and Pokémoto recipes and trade dress. We maintain the recipe for our healthy inspired recipes, as well as certain proprietary standards, specifications and operating procedures, as trade secrets or confidential proprietary information.

Our Competition

Sadot Agri-Foods

Sadot Agri-Foods operates in the global agri-food industry. We have significant competition in the markets in which we operate based principally on price, foreign exchange rates, quality, global supply and alternative products. Given the commodity-based nature of our business, Sadot, on an ongoing basis, expects to focus on managing unit costs and improving efficiency through technology improvements and productivity enhancements. We also compete with local farming operations within the countries we own farmland.

Our Corporate Structure

Overview: Sadot Group Inc. serves as a holding company of the following subsidiaries:

•Sadot Restaurant Group LLC, a directly wholly owned subsidiary, with was formed in Nevada on December 13, 2023 which holds the below subsidiaries:

•Muscle Maker Development, LLC, a directly wholly owned subsidiary, which was formed in Nevada on July 18, 2019, for the purpose of running our existing franchise operations and continuing to franchise the Muscle Maker Grill name and business system to qualified franchisees.

•Muscle Maker Corp. LLC, a directly wholly owned subsidiary, which was formed in Nevada on July 18, 2019, for the purposes operating corporate restaurants which currently have been closed or converted to franchise owned locations.

•Muscle Maker USA, Inc., a directly wholly owned subsidiary, which was formed in Texas on March 14, 2019, for the purposes operating corporate restaurants which currently have been closed or converted to franchise owned locations.

•Muscle Maker Development International. LLC, a directly wholly owned subsidiary, which was formed in Nevada on November 13, 2020, to franchise the Muscle Maker Grill name and business system to qualified franchisees internationally.

•Pokémoto LLC, a directly wholly owned subsidiary, which was formed in Nevada on August 19, 2021, to serve as a holding company for various company owned locations which currently have been closed or converted to franchise owned locations.

•Poke Co Holdings LLC, a directly wholly owned subsidiary, which was formed in Connecticut on July 18, 2018 to franchise the Pokémoto name and business system to qualified franchisees.

•Sadot LLC, a directly wholly owned subsidiary, which was formed in Delaware on October 19, 2022 to participate in activities such as sourcing, distributing and production of agri-food products.

•Sadot Latam LLC, a directly wholly owned subsidiary, which was formed for the purpose of its agri-food sourcing and trading operations.

•Sadot Enterprises, Ltd (Farming Operations), a directly 70% owned subsidiary, ventured into crop farm production in Southern Africa with a focus on major commodities like wheat, soy, and corn, alongside high-value tree crops such as avocado and mango.

•Sadot Brasil Ltda, a directly wholly owned subsidiary, which was formed for the purpose of its agri-food sourcing and trading operations.

•Sadot LLC of Mauritius, a directly wholly owned subsidiary, which was formed to expand our banking and financing opportunities for the agri-food businesses.

•Sadot Canada Inc., a directly wholly owned subsidiary, which was formed for the purpose of its agri-food sourcing and trading operations

•Sadot Agri FZCO, a directly wholly owned subsidiary, which was formed to expand our banking and financing opportunities and for agri-food sourcing and trading operations.