LM FUNDING AMERICA, INC. : Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits (Form 8-K)


Section 1.01 Entry into Material Definitive Agreement.

On July 28, 2022, Sponsor LMFAO, LLC (“Sponsor”), a majority-owned subsidiary of
LM Funding America, Inc.and LMF Acquisition Opportunities, Inc., a Delaware
corporation (“LMAO”), amended and restated the existing promissory note, dated
February 1, 2022issued by LMAO to Sponsor (the “Original Note”), to increase the aggregate principal amount of $500,000 at $1,750,000 below (the “Amended Note”). The proceeds of the amended note, which may be withdrawn from time to time until LMAO completes its initial business combination, will be used to fund expenses related to LMAO’s initial business combination. The Amended Note bears no interest and is payable in full on the date that LMAO completes its initial business combination with one or more businesses. No amount will be due under the amended note if an initial business combination is not completed by the 24th anniversary of LMAO’s IPO.

A copy of the Amended Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information provided in this Section 1.01 is intended as a summary only and is qualified in its entirety by reference to the amended note.

Item 8.01. Other events.

On July 29, 2022LMAO has issued a press release announcing that its board of directors has elected to postpone the date by which LMAO is to complete a business combination from July 29, 2022 at October 29, 2022 (the “Extension”), as permitted by the LMAO’s Amended and Restated Certificate of Incorporation. In connection with the extension, the limited partner has deposited a total of $1,035,000
(representing $0.10 per public share of LMAO) in the trust account of LMAO on July 29, 2022. This deposit was made in respect of a non-interest bearing loan to LMAO (the “Extension Loan”). If LMAO completes a first business combination in October 29, 2022LMAO, at the option of the Limited Partner, will (i) repay the Extension Loan from the proceeds of the LMAO Trust Account delivered to LMAO, or (ii) convert some or all of the Extension Loan into LMAO Warrants at price of $1.00 per warrant, which warrants will be identical to the private placement warrants issued to the Limited Partner at the time of the IPO. If LMAO does not complete its initial business combination by October 29, 2022LMAO will repay the extension loan only from funds held outside of its trust account.

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Item 9.01. Financial statements and supporting documents

(d) Exhibits

Number           Description

10.1               Amended and Restated Promissory Note, dated July 28, 2022, issued by LMF
                 Acquisition Opportunities, Inc. to LMFAO Sponsor, LLC

          EX-104   Cover Page Interactive Data File (embedded within the Inline XBRL

* Portions of this exhibit have been redacted pursuant to Rule SK 601(b)(10)(iv). The company agrees to provide in addition an unredacted copy of the exhibit Security and Exchange Commission on demand.


                           Forward-Looking Statements

This current report on Form 8-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements involve risks and uncertainties. Words such as “anticipate”, “estimate”, “expect”, “intend”, “plan” and “project” and other similar words and expressions are intended to imply forward-looking statements. Forward-looking statements are not guarantees of future results and conditions, but rather are subject to various risks and uncertainties. These statements are based on the Company’s current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to, the uncertainty created by the COVID-19 pandemic, the risks of entering and operating in the cryptocurrency mining industry, the ability of our machines bitcoin mining operations and our related ability to purchase electricity at reasonable prices, the ability to fund our planned cryptocurrency mining operations, our ability to acquire new accounts in our specialty finance business at appropriate pricing, the need for capital, our ability to hire and retain new employees, changes in government regulations that affect our ability to collect sufficient amounts from defaulted trade receivables, changes in credit or capital markets , changes in interest rates and negative press regarding the debt collection industry. Investors are cautioned that there can be no assurance that actual results or trading conditions will not differ materially from those projected or implied in such forward-looking statements due to various risks and uncertainties. Investors should refer to the risks detailed from time to time in the reports which the Company files with the SECONDincluding the company’s annual report on Form 10-K for the fiscal year ended December 31, 2021, as well as other filings on Form 10-Q and periodic filings on Form 8-K, for additional factors that could cause actual results to differ materially from those indicated or implied by such statements. prospective. The Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

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