UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 7, 2022
FOURTH WAVE ENERGY, INC.
(Exact name of registrant as specified in its charter)
Nevada | 000-55647 | 47-4046237 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) |
350 North Orleans Street, Suite 9000N
Chicago, IL 60654
(Address of principal executive offices)
(707) 687-9093
(Registrant’s telephone number, including area code)
___________________________
(Former name or address if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
N/A | N/A | N/A |
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).
Emerging growth company ☒
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. ☒
Item 7.01 Regulation FD Disclosure.
On February 7, 2022, Fourth Wave Energy, Inc. (the “Company”) issued a press release disclosing the closing of the merger with EdgeMode (the “Initial Press Release”). On February 8, 2022, the Company issued an amended and restated press release which is attached as Exhibit 99.1. Investors and shareholders should not rely on the information contained in the Initial Press Release. We also urge investors and shareholders who are interested in this discussion to review the Form 8-K which was filed with the SEC on February 7, 2022.
The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933. The information contained in this Item 7.01 and in the press release attached as Exhibit 99.1 to this Current Report shall not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Incorporated by Reference | Filed or Furnished | |||||||||
Exhibit # | Exhibit Description | Form | Date | Number | Herewith | |||||
99.1 | Press Release dated February 8, 2022 | Filed | ||||||||
104 | Cover Page Interactive Data File -- the cover page XBRL tags are embedded within the Inline XBRL document |
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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.
FOURTH WAVE ENERGY, INC. | |||
Date: February 8, 2022 | By: | /s/ Charlie Faulkner | |
Name: | Charlie Faulkner | ||
Title: | Chief Executive Officer |
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