12. SUBSEQUENT EVENTS

The Company has evaluated subsequent events from the balance sheet date through the date at which the condensed consolidated and combined financial statements were available to be issued, and there are no other items requiring disclosure except the following:

Series 2 Preferred and True-Up Payment

As of the date of this report, the original investors had disposed of all 662 shares of the Series 2 Preferred Stock held at March 31, 2021. The original investors converted 512 shares of the Series 2 Preferred Stock into 1,024,000 common shares. In addition, the original investors sold the remaining 150 Series 2 Preferred Stock to other investors who have not required a True-Up Payment. 50 shares of the remaining 150 Series 2 Preferred Stock sold to other investors were converted to common stock during May 2021. As of the date this repot was filed, the original investors are in the process of selling their common shares upon which the final True-Up payment will be determined, if any.

Employee Retention Credit

On April 1, 2021, the Company applied for a refund of $553,203 of payroll taxes previously paid as well as for the Internal Revenue Service to provide a credit for $275,760 of payroll taxes retained by the Company during the three months ended March 31, 2021. The Company expects to recognize the total Employee Retention Credit of $828,963 during the three months ending June 30, 2021.