Note 10 - Subsequent Events

6 Months Ended

Jun. 30, 2022

Notes to Financial Statements

Subsequent Events [Text Block]

NOTE 10. SUBSEQUENT EVENTS

As previously announced on December 29, 2021, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Enterprise Diversified, Zelda Merger Sub 1, Inc., a Delaware corporation (“First Merger Sub”), Zelda Merger Sub 2, LLC, a Delaware limited liability company (“Second Merger Sub”), CrossingBridge and Cohanzick, which was consummated on August 11, 2022 (the “Closing Date”).

On the Closing Date, as contemplated by the Merger Agreement:

● Enterprise Diversified merged with First Merger Sub, a wholly-owned subsidiary of the Company, with Enterprise Diversified being the surviving entity;

● CrossingBridge merged with Second Merger Sub, a wholly-owned subsidiary of the Company, with CrossingBridge being the surviving entity;

● Each share of common stock of Enterprise Diversified was converted into the right to receive one share of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), of the Company; and

● Cohanzick, as the sole member of CrossingBridge, received 2,400,000 shares of the Company’s Class A Common Stock, 1,800,000 shares of the Company’s Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock” and together with the Class A Common Stock, the “Common Stock”), a Class W-1 Warrant to purchase 1,800,000 shares of the Company’s Class A Common Stock, and a Class W-2 Warrant to purchase 250,000 shares of the Company’s Class A Common Stock.

In addition, PURSUANT TO THE TERMS OF THE MERGER AGREEMENT, on August 18, 2022, CERTAIN designees OF COHANZICK, along with certain Enterprise Diversified officers and directors, purchased an additional 405,000 Class A Common Shares of the Company. Pursuant to the Merger Agreement, and giving effect to the successful closing of the merger on August 11, 2022, the Company will reimburse Cohanzick certain fees and expenses related to the merger, which amount to approximately $594,152.

On August 12, 2022, the Company invested a total of $4,500,000 among three CrossingBridge mutual funds: the CrossingBridge Responsible Credit Fund, the CrossingBridge Ultra-Short Duration Fund, and the CrossingBridge Low Duration High Yield Fund. There are no liquidity restrictions in connection with these investments.

Management has evaluated all other subsequent events from June 30, 2022, through August 22, 2022, the date the consolidated financial statements were issued. Management concluded that no additional subsequent events have occurred that would require recognition or disclosure in the consolidated financial statements.