It does seem to have some of the properties of Reverse merger of an OTCBB shell.
Just another wild theory I guess
OTCBB reverse merger
l Process
– Due diligence, Due Diligence and more Due Diligence
– Negotiation of merger agreement (and financing terms if a simultaneous PIPE)
– Schedule 14f-1 (10 days prior to closing) if change in control of the Board
– Initial listing application for the combined entity (if an Exchange listed shell)
– “Super” Form 8-K (with full audited financials) due within 4 days of closing
l Timetable
– Generally takes between 1-3 months
l Due Diligence and Audit of Private Company
l Advantages
– Full disclosure
l Exchanges require substantial disclosure to remain listed, making it easier to obtain and sift through all necessary disclosures
– More investor friendly
l More willing to invest because it is on an exchange (heightened governance and greater liquidity)
– Already public
l The Shell will have a shareholder base, a symbol, a market maker, will be DTC eligible, and will have been trading
l Disadvantages
– Requires independent audit of combined company to be done at time of merger
– Prior history of the shell company may be “messy”
– Longest reverse merger process
– More Expensive (legal, accounting and price of shell)
Form 14f not neccesary
AI
