UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
Amendment No. 1
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Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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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).
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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
This Amendment No. 1 on Form 8-K/A is being filed by Gold Flora Corporation (the “Company”) to amend the Company’s Current Report on Form 8-K filed on July 13, 2023 (the “Original Report”), to provide the financial statements of business acquired and the pro forma financial information required by Item 9.01 of Form 8-K that was not filed with the Original Report.
In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended, the complete text of Item 9.01 of the Original Report, as amended hereby, is set forth below.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses or Funds Acquired
The unaudited financial statements of Gold Flora, LLC for the six month periods ended June 30, 2023 and 2022, are attached hereto as Exhibit 99.1 and are incorporated herein by reference.
(b) Pro Forma Financial Information
The unaudited pro forma consolidated balance sheet of the resulting issuer as of June 30, 2023 and the unaudited pro forma condensed combined statements of operations of the resulting issuer for the six month period ended June 30, 2023, are attached hereto as Exhibit 99.2 and are incorporated herein by reference.
(d) Exhibits
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104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
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* | Certain confidential information contained in this Exhibit, marked in brackets, has been omitted, because it is both not material and of the type of information that the registrant treats as private or confidential. |
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‡ | Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company undertakes to finish supplemental copies of any of the omitted schedules upon request by the SEC. |
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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.
GOLD FLORA CORPRATION | |||
Dated: September 22, 2023 | By: | /s/ Laurie Holcomb | |
| Name: | Laurie Holcomb | |
Title: | President &Chief Executive Officer | ||
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