Asyst Technologies, Inc. (fka ASYTQ)

[trader53]

ASYTQ can still be a Reverse Merger play with Crossing Automation


Here is Why ASYTQ may have been deleted !!!

This can be part of the R/M plan, so as to save Crossing Automation the $400,000, that would have to be paid, by doing a R/M with a "trading shell".



Form 10 Shells

What is a Form 10 shell?

A Form 10 shell is created when a shell company, a company with limited assets and business, files a Form 10 with the SEC.

A Form 10 registers a company with the SEC under the Securities and Exchange Act of 1934, but Form 10 does not allow the company to issue securities publicly. That is accomplished by a registration under the Securities Act of 1933, a different statute than the Securities and Exchange Act of 1934,

The game plan of the Form 10 shell is to get the company registered with the SEC so that subsequent filings to register the stock proceed more rapidly.


The procedure is that a Form 10 shell merchant, perhaps a securities lawyer, or other professional in the industry, creates a new company, gives it enough money to withstand the initial expenses of an audit and filing, gets an audit that qualifies under SEC rules (an audit from a PCAOB accountant), and files Form 10 with the SEC. The SEC may or may not comment on the filing. Once the filing has been commented on and corrected, the Form 10 shell merchant seeks a merger partner, an operating company for a reverse merger. Note here that up to this point, there are no securities in public hands and the stock of the company does not trade. There is no market maker and no trading volume. The stock is not listed anywhere.


When a reverse merger is agreed on, the combined companies are one and “Super 8-K” is filed with the SEC. This registers the stock to trade. The company will also find a market maker and a Form 211 will be filed with FINRA. The SEC may comment on the Super 8-K, but is not required to do so.

When the stock is cleared for trading, trading starts, usually with relatively low volume and the hopes on the part of the company that it will be able to develop volume one way or another.


The Advantages of a Form 10 Shell

Here are the advantages Form 10 shell promoters use to sell their wares:

First, you can obtain PIPE financing by telling the investors you are going to get the company trading and develop a market.

However, you must be talking to different PIPE investors then the ones I know. The ones I know want liquidity as fast as possible which means the stock is already trading. It takes time and money to develop a market, even for an already trading shell reverse merger. Also, there is always the risk that FINRA will hold up approval of your Form 211.



Second, you avoid the cost of a "trading shell" that is SEC filed, as much as $350,000 to $400,000.




The control persons of a trading shell get whatever the cash they can from selling control and whatever stock they can negotiate to keep in the Form 10. The stock can be 5-10% of the combined company. Recently, one of the leading reverse merger attorneys sold a batch of shells to the Chinese reportedly for $15,000 each. That $15,000 hardly covers the cost of filing and maintaining the shell.

The final advantage, as I see it, it the fact that you know that the shell is probably clean. This is often impossible to prove in Pink Sheets shells and may be problematic in OTCBB shells. However, doing your own S-1 filing would produce a totally immaculate trading vehicle at less cost and similar time used.


One good point about Form 10 shells, they should be clean, eliminating the due diligence issue, which can be impossible in a Pink Sheet shell.

http://reverse-merger-shell.blogspot.com/2010/11/form-10-shells.html