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12ka

08/12/22 2:07 AM

#27857 RE: Smilin_B #27769

ALSO in the fillings:

Section 5.08Registration/Offering Statement. Not later than sixty (60) days following the date of Closing; Parent shall file either: (i) a Form 1-A offering statement pursuant to Regulation A of the Securities Act; or (ii) a Form S-1 Registration Statement pursuant to the Securities Act with the SEC in an aggregate offering amount of at least Ten Million Dollars ($10,000,000.00) (the “Offering Amount”) and use its best efforts to cause the SEC to qualify the offering, in the case of the Regulation A Offering, or effect the registration statement in the case of the Form S-1 filing ((i) and (ii) shall be collectively referred to as the “Initial SEC Offering Statement”).

fool me once fool me....