CTM Castellum Inc

 

 

(Address of principal executive offices, including zip code)

 

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the 8-K filing is intended to simultaneously satisfy the filing obligations 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company

x

 

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.

x

 

As previously disclosed, effective March 22, 2023 Castellum, Inc. (the “Company”), entered into an Agreement and Plan of Merger (the “Agreement”) by and among GTMR Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (the “Merger Sub”), Global Technology and Management Resources, Inc., a Maryland Corporation (“GTMR”), the stockholders of GTMR, and James Morton, as the representative of the Stockholders (the “Stockholders Representative”). At closing, the Merger Sub merged with and into GTMR, whereupon the separate corporate existence of Merger Sub ceased and GTMR continued as the surviving company and a wholly-owned subsidiary of the Company (the “Merger”). This Amendment on Form 8-K/A (“Form 8-K/A”) is being filed to amend Item 9.01(a) of Form 8-K and the pro forma financial information required by Item 9.01(b) of Form 8-K. Except as described in this Form 8-K/A, all other information in the Original Form 8-K remains unchanged. This Amendment should be read in connection with the Original Form 8-K, which provides a more complete description of the Merger.

 

(a) Financial Statements of Businesses or Funds Acquired:

 

The audited balance sheet of

Global Technology and Management Resources, Inc

. as of December 31, 2022 and audited statements of operations, stockholders’ equity, and cash flows for the years then ended, and the related notes to such financial statements are included as Exhibit 99.1 to this report and incorporated herein by reference.

 

(b) Pro Forma Financial Information:

 

The unaudited pro forma condensed combined financial statements of Castellum, Inc. and Global Technology and Management Resources, Inc. include the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2022 giving effect to the Merger as if it had occurred on January 1, 2022, as well as the accompanying notes thereto, are included as Exhibit 99.2 to this report and incorporated herein by reference.

 

(c) Not applicable.

 

(d) The following exhibits are included with this report: