The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

  Names of Reporting Persons

  Auxo Capital Managers LLC

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  USA

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  11,942,000⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  11,942,000⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  11,942,000⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  36.30%⁽²⁾

  Type of Reporting Person (See Instructions)

  OO

Represents 11,942,000 shares of Class A Common Stock (“Class A Shares”) issuable in respect of (i) 5,150,000 shares of Class B Common Stock (“Class B Shares”), which are convertible one for one into Class A Shares, and (ii) 6,792,000 warrants to acquire an equivalent number of Class A Shares (“Warrants”).

Calculated based on (i) 20,960,000 Class A Shares outstanding as of November 14, 2022 as reported on the Issuer’s Form 10-Q, filed on November 14, 2022 and (ii) an additional 11,942,000 Class A Shares issuable in respect of 5,150,000 Class B Shares and 6,792,000 Warrants.

  Names of Reporting Persons

  Richard H. Chin

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  USA

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  11,942,000⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  11,942,000⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  11,942,000⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  36.30%⁽²⁾

  Type of Reporting Person (See Instructions)

  IN

Represents 11,942,000 shares of Class A Common Stock (“Class A Shares”) issuable in respect of (i) 5,150,000 shares of Class B Common Stock (“Class B Shares”), which are convertible one for one into Class A Shares, and (ii) 6,792,000 warrants to acquire an equivalent number of Class A Shares (“Warrants”).

Calculated based on (i) 20,960,000 Class A Shares outstanding as of November 14, 2022 as reported on the Issuer’s Form 10-Q, filed on November 14, 2022 and (ii) an additional 11,942,000 Class A Shares issuable in respect of 5,150,000 Class B Shares and 6,792,000 Warrants.

  Names of Reporting Persons

  Derek Edward Jensen

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  USA

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  11,942,000⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  11,942,000⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  11,942,000⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (9)

  36.30%⁽²⁾

  Type of Reporting Person (See Instructions)

  IN

Represents 11,942,000 shares of Class A Common Stock (“Class A Shares”) issuable in respect of (i) 5,150,000 shares of Class B Common Stock (“Class B Shares”), which are convertible one for one into Class A Shares, and (ii) 6,792,000 warrants to acquire an equivalent number of Class A Shares (“Warrants”).

Calculated based on (i) 20,960,000 Class A Shares outstanding as of November 14, 2022 as reported on the Issuer’s Form 10-Q, filed on November 14, 2022 and (ii) an additional 11,942,000 Class A Shares issuable in respect of 5,150,000 Class B Shares and 6,792,000 Warrants.

This statement is filed by the entities and persons listed below, each of whom is referred to herein as a “Reporting Person” and together as the “Reporting Persons”:

1.  Auxo Capital Managers LLC

2.  Richard H. Chin

3.  Derek Edward Jensen

Ownership.

(a)   Amount beneficially owned:

See response to Item 9 on each cover page.

(b)  Percent of Class:

See response to Item 11 on each cover page.

(c)   Number of shares as to which the Reporting Person has:

(i) Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page.

(ii)  Shared power to vote or to direct the vote:

See responses to Item 6 on each cover page.

(iii)  Sole power to dispose or to direct the disposition of:

See responses to Item 7 on each cover page.

(iv) Shared power to dispose or to direct the disposition of:

See responses to Item 8 on each cover page.

Auxo Capital Managers LLC (“Auxo Capital”) directly holds 5,150,000 Class B Shares and 6,792,000 Warrants. Richard H. Chin and Derek Edward Jensen are the managers of Auxo Capital. As such, Auxo Capital, Richard H. Chin, and Derek Edward Jensen may be deemed to have beneficial ownership over the 5,150,000 Class B Shares and 6,792,000 Warrants held by Auxo Capital.

The Reporting Persons hold 36.30% of the Issuer’s outstanding Common Stock. This percentage of ownership is based on (i) 20,960,000 Class A Shares outstanding as of November 14, 2022 as reported on the Issuer’s Form 10-Q, filed on November 14, 2022 and (ii) an additional 11,942,000 Class A Shares issuable in respect of 5,150,000 Class B Shares and 6,792,000 Warrants.

This filing of this Statement shall not be construed as an admission that the Reporting Persons are, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement.