UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Explanatory Note
On December 7, 2021, Creative Learning Corporation (the “Company”), DriveItAway, Inc., a Delaware corporation (“DIA”), and the existing shareholders of DIA executed an Agreement and Plan of Share Exchange (the “Share Exchange Agreement”), under which the Company agreed to acquire all of the issued and outstanding common stock of DIA by issuing one share of Series A Convertible Preferred Stock (the “Series A Preferred”) of the Company for each outstanding share of DIA common stock (the “Share Exchange”). On February 24, 2022, closing of the Share Exchange occurred.
On March 15, 2022, the board of directors of Creative Learning Corporation approved an amendment to its certificate of incorporation to change its name to DriveItaway Holdings, Inc (“Holdings”), which was filed with the Delaware Secretary of State on April 18, 2022.
The foregoing description of the Share Exchange is qualified in its entirety by reference to the full text of the Share Exchange Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K on December 14, 2021.
This Current Report on Form 8-K/A amends Item 9.01 of the Current Report on Form 8-K filed by the Company on March 2, 2022 to include the historical financial statements of DIA and the pro forma financial information required by Item 9.01 of Form 8-K, attached hereto as Exhibits 99.1, 99.2 and 99.3. The pro forma financial information included in this Form 8-K/A has been presented for informational purposes only, as required by Form 8-K. It does not purport to represent the actual results of operations that the Company and DIA would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve as a result of the Company’s acquisition of DIA. Except as described above, all other information in the Company’s Current Report on Form 8-K filed on March 2, 2022 remains unchanged.
Item 9.01 Financial Statements and Exhibits.
(a) | Financial Statements of Business Acquired. |
1) The audited balance sheets of DIA as of September 30, 2021 and 2020, and the statements of operations, cash flows and changes in stockholders’ equity (deficit) for the years ended September 30, 2021 and 2020, and the notes related thereto, are filed as Exhibit 99.1.
2) The unaudited balance sheet of DIA as of December 31, 2021, and the statements of operations, cash flows and changes in stockholders’ equity (deficit) for the three months ended December 31, 2021, and the notes related thereto, are filed as Exhibit 99.2.
(b) | Pro Forma Financial Information |
Unaudited pro forma condensed combined statements of income of the Company and DIA for the year ended September 30, 2021 and for the three months ended December 31, 2021, unaudited pro forma condensed combined balance sheets of the Company and DIA as of September 30, 2021 and December 31, 2021, and the notes related thereto are filed as Exhibit 99.3.
(d) | Exhibits. |
Exhibit No. | Description |
99.1 | Audited financial statements of DIA for the fiscal years ended September 30, 2021 and 2020. |
99.2 | Unaudited financial statements of DIA for the three months ended December 31, 2021 and 2020. |
99.3 | Unaudited pro forma condensed combined financial statements of the Company and DIA as of December 31, 2021, for the three months ended December 31, 2021 and for the year ended September 30, 2021. |
101.INS* | Inline XBRL Instance Document. |
101.SCH* | Inline XBRL Taxonomy Extension Schema Document. |
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document. |
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL). |
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.
DRIVEITAWAY HOLDINGS, INC. | ||
Date: | July 8, 2022 | |
/s/ John Possumato | ||
John Possumato | ||
Chief Executive Officer |