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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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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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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:
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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Securities registered pursuant to Section 12(b) of the Act:
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Forward-Looking Statements
This Current Report on Form 8-K and other written and oral statements made from time to time by us may contain so-called “forward-looking statements,” all of which are subject to risks and uncertainties. Forward-looking statements can be identified by the use of words such as “expects,” “plans,” “will,” “forecasts,” “projects,” “intends,” “estimates,” and other words of similar meaning. One can identify them by the fact that they do not relate strictly to historical or current facts. These statements are likely to address our growth strategy, financial results and product and development programs. One must carefully consider any such statement and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially.
Information regarding market and industry statistics contained in this Current Report on Form 8-K is included based on information available to us that we believe is accurate. It is generally based on industry and other publications that are not produced for purposes of securities offerings or economic analysis. We have not reviewed or included data from all sources, and cannot assure investors of the accuracy or completeness of the data included in this Current Report. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and the additional uncertainties accompanying any estimates of future market size, revenue and market acceptance of products and services. We do not assume any obligation to update any forward-looking statement. As a result, investors should not place undue reliance on these forward-looking statements.
Item 1.02 Termination of a Material Definitive Agreement.
On November 6, 2023, Yuengling’s Ice Cream Corporation (“Yuengling’s” or the “Company”) and PickleJar Holdings, Inc mutually agreed to terminate the Memorandum of Understanding (“MOU”) which was signed in September 29 2023. The decision was made to do so after unforeseen delays in the preparation of the Super 8k created complexities in the structure that could not be overcome.
Item 9.01. Financial Statements and Exhibits.
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Exhibit No. |
Description | |
| 99.1 | Press Release dated November 9, 2023 | |
| 104 | Cover Page Interactive Data File (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.
| Yuengling’s Ice Cream Corporation | ||
| By: | /s/ Robert Bohorad | |
| Robert Bohorad, President & CEO | ||
Date: November 9, 2023
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Exhibit 99.1
YUENGLING AND PICKLEJAR ANNOUNCES MUTUAL AGREEMENT TO
TERMINATE THE BUSINESS COMBINATION AGREEMENT
ATLANTA, GA and HOUSTON, TX, November 9, 2023 -- Yuenglings (OTC: YCRM) and PickleJar Holdings today announced they have entered into a mutual agreement to terminate the MOU (Memorandum of Understanding) dated September 29th, 2023 The parties agreed necessary approvals and closing conditions to effectuate the Business Combination are no longer expected to be completed in timetable set for in the MOU, for reasons unrelated to PickleJar or Yuenglings. Under the terms of the terms of this agreement, neither party will pay any other fees or have any other liabilities to each other related to the MOU.
"Today's announcement is unfortunate and unexpected, however PickleJar has identified an alternative public company that will enable us continue on our growth path. We will continue to operate from a position of strength and stability." said PickleJar chief executive officer. "Our strong market position, business integrity, operational quality, and well-diversified and stable product mix have enabled our business to navigate challenging industry dynamics. We remain focused on executing our growth plan.”
"This decision provides our shareholders with clarity. Though disappointed with the outcome, we move forward with other options,” said Everett Dickson, Chairman. "I want to thank PickleJar for their spirit of partnership and tremendous efforts over the last several months and wish them enormous success for the future.”
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ABOUT YUENGLING’S ICE CREAM (YCRM)
Yuengling’s Ice Cream was founded by American businessman Frank D. Yuengling in 1920 to help support the family brewery during Prohibition, which lasted from January, 1920 to December, 1933. Spun off as a separate company from the brewery in 1935, Yuengling's maintained a strong tradition of making exceptional gourmet ice cream products in central Pennsylvania. The company discontinued production in 1985 when no family successor emerged. In 2014, the brand was revived with plans to expand the brand’s production and distribution. However, in 2022, the corporate reorganization resulted in plans to take the company private to consider the relaunch of its products in the spring/summer of 2023.
Yuengling’s Investor Relation Contacts:
Robert C. Bohorad, President and CEO
Email: [email protected]
Phone: 570-968-4352
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ABOUT PICKLEJAR HOLDINGS, INC.
PickleJar is a content-driven media network and live entertainment technology, unifying every touchpoint of the fan experience for emerging artists, mid-sized venues, and global brands. The company's payments technology, Venue Managed Services and proprietary performance management tools are changing the way money is made and moved in the entertainment industry. Leveraging the advertising and music industry expertise of our leadership team, the company offers a suite of services and revenue-share programs to create direct engagement between artists and fans and increase loyalty for venues and brands through the PickCoins rewards program for the new Gratitude Economy. Visit PickleJar.com to learn more about the company's expanding platform of services engineered to "monetize the moments."
PickleJar’s Media Contact:
Anna Benson
Email: [email protected]
Information about Forward-Looking Statements
This press release contains “forward-looking statements” that include statements regarding expected financial performance and growth information relating to future events. Forward-looking statements include statements with respect to beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond the control of the Company and its officers and managers, and which may cause actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by which, that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in, or suggested by, the forward-looking statements. Important factors that could cause these differences include, but are not limited to; inability to gain or maintain licenses, reliance on unaudited statements, the Company’s need for additional funding, governmental regulation of the cannabis industry, the impact of competitive products and pricing, the demand for the Company’s products, and other risks that are detailed from time-to-time in the Company’s filings with the United States Securities and Exchange Commission. All statements other than statements of historical fact are statements that could be forward-looking statements. You can typically identify these forward-looking statements through use of words such as “may,” “will,” “can” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “seek,” “estimate,” “continue,” “plan,” “point to,” “project,” “predict,” “could,” “intend,” “target,” “potential,” and other similar words and expressions of the future. Yuengling’s expresses its expectations, beliefs and projections in good faith and believes that its expectations reflected in these forward-looking statements are based on reasonable assumptions. However, there is no assurance that these expectations, beliefs and projections will prove to have been correct. Such statements reflect the current views of Yuengling’s with respect to its operations and future events, and are subject to certain risks, uncertainties and assumptions relating to its proposed operations, including the risk factors set forth herein. Should one or more of these risks or uncertainties materialize or should the underlying assumptions prove incorrect, Yuengling’s actual results may vary significantly from those intended, anticipated, believed, estimated, expected or planned. In light of these risks, uncertainties and assumptions, any favorable forward-looking events discussed herein might not be realized and occur. Yuengling’s undertakes no obligation to publicly update or revise its forward-looking statements, whether as a result of new information, future events or otherwise. For a more detailed description of the risk factors and uncertainties affecting Yuengling’s Ice Cream (YCRM), please refer to Yuengling’s recent Securities and Exchange Commission filings, which are
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