Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The audited consolidated financial statements of ICU Eyewear Holdings Inc. for the years ended December 31, 2022 and 2021 and the accompanying notes thereto are filed as Exhibit 99.1 attached hereto and are incorporated by reference herein.

(b) Pro forma financial information

The unaudited pro forma combined financial information giving effect to the acquisition is filed as Exhibit 99.2 attached hereto and is incorporated herein by reference.





(d) Exhibits



Exhibit No.   Description of Exhibit
4.1             Common Share Purchase Warrant issued by 1847 Holdings LLC to Leonite
              Fund I, LP on February 9, 2023 (incorporated by reference to Exhibit 4.1
              to the Current Report on Form 8-K filed on February 13, 2023)
4.2             Common Share Purchase Warrant issued by 1847 Holdings LLC to Leonite
              Fund I, LP on February 9, 2023 (incorporated by reference to Exhibit 4.2
              to the Current Report on Form 8-K filed on February 13, 2023)
4.3             Common Share Purchase Warrant issued by 1847 Holdings LLC to Mast Hill
              Fund, L.P. on February 9, 2023 (incorporated by reference to Exhibit 4.3
              to the Current Report on Form 8-K filed on February 13, 2023)
10.1            Agreement and Plan of Merger, dated December 21, 2022, among 1847 ICU
              Holdings Inc., 1847 ICU Acquisition Sub Inc., ICU Eyewear Holdings Inc.
              and San Francisco Equity Partners (incorporated by reference to Exhibit
              10.1 to the Current Report on Form 8-K filed on February 13, 2023)
10.2            First Amendment to Agreement and Plan of Merger, dated February 9,
              2023, among 1847 ICU Holdings Inc., 1847 ICU Acquisition Sub Inc., ICU
              Eyewear Holdings Inc. and San Francisco Equity Partners (incorporated by
              reference to Exhibit 10.2 to the Current Report on Form 8-K filed on
              February 13, 2023)
10.3            6% Subordinated Promissory Note issued by 1847 ICU Holdings Inc. to
              Oceanus Investment Inc. on February 9, 2023 (incorporated by reference
              to Exhibit 10.3 to the Current Report on Form 8-K filed on February 13,
              2023)
10.4            6% Subordinated Promissory Note issued by 1847 ICU Holdings Inc. to
              San Francisco Equity Partners III, LP on February 9, 2023 (incorporated
              by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on
              February 13, 2023)
10.5            6% Subordinated Promissory Note issued by 1847 ICU Holdings Inc. to
              Richard Conti on February 9, 2023 (incorporated by reference to Exhibit
              10.5 to the Current Report on Form 8-K filed on February 13, 2023)
10.6            6% Subordinated Promissory Note issued by 1847 ICU Holdings Inc. to
              Kirk Hobbs on February 9, 2023 (incorporated by reference to Exhibit
              10.6 to the Current Report on Form 8-K filed on February 13, 2023)
10.7            Management Services Agreement, dated February 9, 2023, between 1847
              ICU Holdings Inc. and 1847 Partners LLC (incorporated by reference to
              Exhibit 10.7 to the Current Report on Form 8-K filed on February 13,
              2023)
10.8            Loan and Security Agreement, dated February 9, 2023, among Industrial
              Funding Group, Inc., 1847 ICU Holdings Inc., ICU Eyewear Holdings Inc.
              and ICU Eyewear, Inc. (incorporated by reference to Exhibit 10.8 to the
              Current Report on Form 8-K filed on February 13, 2023)
10.9            Secured Promissory Note issued by 1847 ICU Holdings Inc., ICU Eyewear
              Holdings Inc. and ICU Eyewear, Inc. to Industrial Funding Group, Inc. on
              February 9, 2023 (incorporated by reference to Exhibit 10.9 to the
              Current Report on Form 8-K filed on February 13, 2023)
10.10           Domain Name, URL and IP Address Agreement, dated February 9, 2023, by
              1847 ICU Holdings Inc., ICU Eyewear Holdings Inc. and ICU Eyewear, Inc.
              in favor of Industrial Funding Group, Inc. (incorporated by reference to
              Exhibit 10.10 to the Current Report on Form 8-K filed on February 13,
              2023)
10.11           Trademark Security Agreement, dated February 9, 2023, by 1847 ICU
              Holdings Inc., ICU Eyewear Holdings Inc. and ICU Eyewear, Inc. in favor
              of Industrial Funding Group, Inc. (incorporated by reference to Exhibit
              10.11 to the Current Report on Form 8-K filed on February 13, 2023)
10.12           Indemnity and Release Letter, dated February 11, 2023, among GemCap
              Solutions, LLC, Industrial Funding Group, Inc., 1847 ICU Holdings Inc.,
              ICU Eyewear Holdings Inc. and ICU Eyewear, Inc. (incorporated by
              reference to Exhibit 10.12 to the Current Report on Form 8-K filed on
              February 13, 2023)
10.13           Securities Purchase Agreement, dated February 9, 2023, between 1847
              Holdings LLC and Leonite Fund I, LP (incorporated by reference to
              Exhibit 10.13 to the Current Report on Form 8-K filed on February 13,
              2023)
10.14           Securities Purchase Agreement, dated February 9, 2023, between 1847
              Holdings LLC and Mast Hill Fund, L.P. (incorporated by reference to
              Exhibit 10.14 to the Current Report on Form 8-K filed on February 13,
              2023)
10.15           Promissory Note issued by 1847 Holdings LLC to Leonite Fund I, LP on
              February 9, 2023 (incorporated by reference to Exhibit 10.15 to the
              Current Report on Form 8-K filed on February 13, 2023)
10.16           Promissory Note issued by 1847 Holdings LLC to Mast Hill Fund, L.P. on
              February 9, 2023 (incorporated by reference to Exhibit 10.16 to the
              Current Report on Form 8-K filed on February 13, 2023)
99.1            Audited Consolidated Financial Statements for the Years Ended December
              31, 2022 and 2021
99.2            Unaudited Pro Forma Combined Financial Statements
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




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