CHASE CORP Completion of Acquisition or Disposal of Assets, Financial Statements and Exhibits (Form 8-K/A)

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Item 2.01 – Completion of Acquisition or Disposal of Assets

On September 1, 2022, Chase Corporation (“Chase” or the “Company”) has completed the acquisition of NuCera Solutions pursuant to the terms of the previously announced share purchase agreement by and between Chase, NuCera Holdings Inc.
(“NuCera”), and NuCera Solutions Holdco LP, as a seller. As provided by items 9.01(a) and 9.01(b) of Form 8-K, this current report on Form 8-K/A is filed to amend the current report on Form 8-K filed September 6, 2022 (the “Initial Report”) to include the historical and pro forma financial statements required in connection with the transaction. This amendment does not make any other changes to the original report.

Item 9.01 – Financial statements and supporting documents

(a) Financial statements of acquired businesses

NuCera’s audited consolidated financial statements as at and for the year ended December 31, 2021 are filed as Exhibit 99.3.

NuCera’s unaudited consolidated financial statements as at and for the six months ended June 30, 2022 are filed as Exhibit 99.4.

(b) Pro forma financial information

Chase Corporation and NuCera unaudited pro forma condensed combined balance sheet at August 31, 2022unaudited pro forma condensed combined income statement for the year ended August 31, 2022and the accompanying notes are filed as Exhibit 99.5.

(d) Exhibits

Exhibit No.       Description
99.1                Press release issued by Chase Corporation on September 6,
                  2022 announcing the closing of the acquisition of NuCera
                  (previously filed as Exhibit 99.1 to the Initial Report).
99.2                Consent of BDO USA, LLP, Independent Auditor of NuCera
                  Holdings Inc.
99.3                The audited consolidated financial statements of NuCera
                  Holdings Inc. as of and for the year ended December 31, 2021
99.4                The unaudited consolidated financial statements of NuCera
                  Holdings Inc. as of and for the six months ended June 30,
                  2022
99.5                Chase Corporation and NuCera unaudited pro forma condensed
                  combined balance sheet as of August 31, 2022, unaudited pro
                  forma condensed combined statement of operations for the fiscal
                  year ended August 31, 2022, and accompanying notes
104               Cover Page Interactive Data File (embedded within the Inline
                  XBRL document)


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