Item 9.01. Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

The audited consolidated financial statements of HWGG Capital P.L.C. as of and for the years ended December 31, 2021 and 2020 are set forth in Exhibit 99.1.

The unaudited consolidated financial statements of HWGG Capital P.L.C. as of and for the nine months ended September 30, 2022 are set forth in Exhibit 99.2.

(b) Pro forma financial information.

The unaudited pro forma condensed combined financial information of the Company and HWGG Capital as of and for the year ended December 31, 2021 and for the nine months ended September 30, 2022 are set forth in Exhibit 99.3.





(d) Exhibits

The following exhibits are filed with this Current Report on Form 8-K/A.





Exhibit No.   Description

   99.1         Audited consolidated financial statements of HWGG Capital P.L.C.
              as of and for the years ended December 31, 2021 and 2020

   99.2         Unaudited Consolidated Financial Statements of HWGG Capital P.L.C
              for the nine-months ended September 30, 2022

   99.3         Pro forma unaudited combined financial statements for the fiscal
              year ended December 31, 2021, and for the nine months ended
              September, 2022

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

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