Item 1.01 Entry into a Material Definitive Agreement.

On December 7, 2022, Aerkomm Inc. (the "Company") entered into an investment conversion and bond purchase agreement (the "Agreement") with World Praise Limited, a Samoa registered company ("WPL"). Pursuant to the terms of this agreement, a copy of which is attached hereto as Exhibit 10.1, (i) a subscription for the common stock of the Company in the amount of $3,175,200 which was entered into between WPL and the Company on June 28, 2022 and funded (the "June Subscription"), (ii) a subscription for the common stock of the Company in the amount of $5,674,000 which was entered into between WPL and the Company on September 15, 2022 and funded (the "June Subscription"), and (iii) a subscription for the capital stock of MEPA Labs, Inc. ("MEPA"), a wholly owned subsidiary of the Company, in the amount of $3,175,200 which was entered into between MEPA and the Company on June 28, 2022 and funded (the "MEPA Subscription," and together with the June Subscription and the September Subscription, the "WPL Subscriptions"), the WPL Subscriptions in the aggregate totaling $13,173,200, were converted into loans to the Company evidenced by that certain convertible bond of the Company in favor of WPL and dated December 7, 2022 (the "Convertible Bond"), a copy of which is attached hereto as Exhibit 10.2.

In addition, and as indicated in the Agreement, WPL agreed to lend an additional $10,000,000 to the Company under the Convertible Bond (the "New Loan") and to cap the aggregate amount of loans to the Company under the Convertible Bond, including the New Loan, the WPL Subscriptions and any future advances under the Convertible Bond, at $30,000,000.

The Convertible Bond allows for loans to the Company up to an aggregate principal amount of $30,000,000 and acknowledges an aggregate principal amount of $23,173,200 in loans under the Convertible Bond outstanding as of December 7, 2022. The Convertible Bond carries an annual interest rate of four percent (4%) which is due and payable, along with the then principal mount outstanding, on the Convertible Bond maturity date, December 7, 2024. The Convertible Bond is pre-payable in whole or in part at any time without penalty, on five days' prior written notice to WPL. In the event of a change of control of the Company (as that term is defined in the Convertible Bond), the Convertible Bond shall become immediately payable in full. The Convertible Bond,along with accrued interest, is convertible in whole or in part by WPL at any time into shares of common stock of the Company at a conversion price of $6.00 per share.

The description above does not provide all of the terms and details of the Agreement or the Convertible Bond which documents are attached hereto as exhibits and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Reference is made to the discussion in Item 1.01 above which is incorporated into this Item 2.03 by reference.





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Item 9.01 Financial Statements and Exhibits





(d) Exhibits:



Exhibit No.   Description
10.1            Investment Conversion and Bond Purchase Agreement dated December 7,
              2022 by and between Aerkomm Inc. and World Praise Limited
10.2            Convertible Bond dated December 7, 2022
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




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