Amended Current Report Filing (8-k/a)
November 14 2022 - 5:47PM
Edgar (US Regulatory)
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2022-09-27
2022-09-27
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment
No. 1
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 27, 2022
CRYPTYDE,
INC. |
(Exact
name of registrant as specified in its charter) |
Delaware |
|
001-41033 |
|
87-2755739 |
(State
or other jurisdiction of |
|
(Commission
|
|
(IRS
Employer |
incorporation) |
|
File
Number) |
|
Identification
No.) |
200
9th Avenue
North,
Suite
220
Safety
Harbor, Florida |
|
34695 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (866) 980-2818
(Former
name or former address, if changed since last report)
Not
Applicable
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) |
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☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, $0.001 par value |
|
TYDE |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the 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.
Explanatory Note
Cryptyde, Inc. (NASDAQ:TYDE) (“Cryptyde”)
filed a Current Report on Form 8-K with the Securities and Exchange Commission (“SEC”) on October 5, 2022 (the “Original
Report”) to report that Cryptyde had closed on the acquisition of 100% of the issued and outstanding membership
interests of the Forever 8 Fund, LLC (“Forever 8”) (including all rights and benefits associated with such membership interests,
the “Membership Interests”).
This Current Report on Form 8-K/A
(this “Amendment”) amends and supplements the Initial Report to provide financial statements of Forever 8 and the
pro forma financial statements of the Company required by Item 9.01 of Form 8-K. No other modifications to the Initial Report are being
made by this Amendment. This Amendment should be read in connection with the Initial Report, which provides a more complete description
of the Forever 8 acquisition and related transactions. These financial statements and information are filed as Exhibits 99.1,
99.2, and 99.3.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
1. |
|
The audited consolidated financial statements of Forever 8 Fund,
LLC as of December 31, 2021 and 2020 and for the years then ended, together with the notes thereto, are incorporated
herein by reference and filed as Exhibit 99.1 hereto. |
|
|
|
2. |
|
The unaudited condensed consolidated financial statements of Forever
8 Fund, LLC as of June 30, 2022 and December 31, 2021 and for the six months ended June 30, 2022 and 2021,
together with the notes thereto, are incorporated herein by reference and filed as Exhibit 99.2 hereto. |
(b) Pro Forma Financial Information.
1. | | The
unaudited pro forma combined financial statements as of and for the six months ended June
30, 2022 and for the year ended December 31, 2021, are incorporated herein by reference and
filed as Exhibit 99.3 hereto. |
(c) Exhibits.
Exhibit No. |
|
Description of Document |
|
|
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23.1 |
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Consent of Fruci & Associates II, PLLC |
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99.1 |
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Audited financial statements of Forever 8 Fund, LLC as of and for the years ended December 31, 2021 and 2020. |
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99.2 |
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Unaudited condensed statement of operations of Forever 8 Fund, LLC as of June 30, 2022 and December 31, 2021 and for the six months ended June 30, 2022 and 2021. |
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99.3 |
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The unaudited pro forma combined financial statements as of June 30, 2022 and for the six months ended June 30, 2022 and for the year ended December 31, 2021. |
|
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104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document |
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 duly authorized.
Date: |
November
14, 2022 |
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Cryptyde,
Inc. |
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By: |
/s/
Brian McFadden |
|
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Name: |
Brian
McFadden |
|
|
Title:
|
Chief
Executive Officer and President |
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