Interups Inc (ITUP)

[Punchinello]

Laxmi, The only purchase I made out of my Roth account was 1400 shares of ITUP. Everything else that I purchased(CCAC, the verticals), I purchased out of my just my regular checking account so my future dividends are probably all taxable. Thanks anyway

[_lance]

Great, thank you very much, Laxmi!

[palaypu0406]

Hello Lance,
Sent you wiring details through email.
It is advisable to note the shares owned in ITUP and through IREEM/Cow if any...
SO it will help us reconcile one final time before closing books...

Laxmi Prasad

[_lance]

Hello Laxmi,

I emailed [e-mail] yesterday for wiring instructions but haven't heard back yet.

Will we need to provide proof of ownership again or send anything else along with the token payment, or do you already have those records?

Thank you

[palaypu0406]

Dear punchinello,
Can you table all the investments into an excel sheet with one column specifying where that money has come from (whether through qualified accounts like ROTH or as tax paid dollars through a bank account) ...
This will help me update/advise properly...

Thank you,
Laxmi Prasad

[Punchinello]

Laxmi, I asked you this before but things are more complicated now. I own 1400 shares of ITUP in a Roth IRA and 500 shares of ITUP in a regular brokerage account.

I also bought 48,800 sponsorship shares of CCAC through IREEM.

Then I bought shares directly into the nine verticals.

So for the future dividends, is any part of my dividends tax free because of my 1400 shares of ITUP in a Roth IRA?

[snow]

Thanks RD

[RealDutch]

Some of my friends will still have to send that form IMO.
And they probably have to do it before dec 31. In the year that the dividend is paid.
But I'm on top of it

[RealDutch]

Ah, I remember now.
Yes, I know you migrated and had to send a new one.

[MaterialMind]

I know you did and I was wondering earlier why you did send a W-8BEN form.

The reason is that it was required when subscribing to the Cow Capital shares. It's part of the subscription instructions. I would assume that anyone investing in CCAC, or directly in the verticals, are required to submit one. Just as you're required to submit it to your stock broker, in order to be able to buy any US-listed stock (ITUP shares for example).

[RealDutch]

As for Guyana, it's a problem for them. But we are already out of there.
Nobody is stupid enough to invade Nigeria
One less risk factor. lol.

[RealDutch]

I know you did and I was wondering earlier why you did send a W-8BEN form. I obviously did it because I am employed.

From the looks of it, the W-8BEN form may suffice for us. But who really knows. There is always an exception somewhere.

[MaterialMind]

Thank you for the answers, both Laxmi and RD. Much appreciated!
I've submitted W8BEN to the company, I'll have to look into this W9 as well then.

EDIT: Looks like the W9 is for US residents, and the W8BEN is the one that I and other non-US persons shall submit. Correct?

https://www.jpmorgan.com/content/dam/jpm/global/disclosures/us/useful-information-to-assist-in-completion-of-IRS-tax-forms.pdf

[RealDutch]

Venezuela prepares for possible invasion into Guyana.

Ugh.
https://defence-blog.com/venezuela-prepares-for-invasion-into-guyana/

[palaypu0406]

Yes RD, and we have members from HGS Global who are getting trained to handle this subject.

[palaypu0406]

The complex structure is needed for many reasons Material Mind --
MESS (multiple entity structuring strategy) is quite a popular corporate structuring to conserve/save/defer taxes ...
It appears complex and it will continue to become deeper as we grow...but it is structured to save every cent in the right merit...
For peoples' comfort planning is not done...planning structured way and endorsing this from the very beginning goes long term ...
I request all to leave this to our convenience... This is not everyone's subject...

Every thing pipes down to the operating verticals and shareholders will receive their cash grants / dividends through these and these verticals will look straight organized once we complete the final spac combinations... Until then you will see multiple layers getting stitched in....

But please kindly be relaxed and celebrate each inward checks/remittances into your accounts....

Laxmi Prasad

[RealDutch]

You are going to be pretty busy with this whole thing for the next 3 weeks
But I think you have a (HR) team of at least 5 people on this. So we should be ok.

[palaypu0406]

We will advise on this for each shareholder depending on their w9 submission.

[palaypu0406]

It depends on the w9 form -- If the form is filled with US Tax ID Number, then Gross Dividend is paid out.
There is no obligation for companies in the US to withhold taxes for cash grants or dividends it pays to US Residents.
In case of non-US persons, tax is withheld based on treaty arrangements.

[palaypu0406]

Both verticals are US incorporated and we will be seeking W9 Form from shareholders that will determine whether dividends will have tax withholding or gross gets paid...

[RealDutch]

You may still have to sign a form to get that lower tax rate (based on the treaty with your country).
That one is for Laxmi, our tax specialist

[RealDutch]

https://taxsummaries.pwc.com/united-states/corporate/withholding-taxes

[RealDutch]

It's called a withholding tax. So in this case the private company will withhold the tax. You don't have to pay them anything in the US.

[MaterialMind]

I see, I was hoping it was already Cayman. That would have saved some headache. I don't really know how it works for private, non-listed companies. When it's listed and your broker handles it, you don't really have to think about it.
I guess the tax is usually handled by the broker, right? So for a private company, do you have to make direct payments to the American tax agency? I hope Laxmi can help us sort this out 😅

[RealDutch]

I think most of them are incorporated in California. It remains to be seen whether the company will relocate to Cayman Island.

US withholding tax is dependent on the tax treaty the US has with the country where you live. You can look it up. 30% should be standard. For me in The Netherlands it is 15% because we also have a wealth tax and it wouldn't be right to charge us twice.

[MaterialMind]

RD, these verticals, that will be paying the dividends. Where are they incorporated?
Will there be US withholding tax on the dividends?

[RyNo_23]

100 percent…concur.

I’m anxious for the 22nd of December.

Looking forward to regaining some of the invested monies in form of the first (of many) CASH dividends! 💵

[MaterialMind]

I feel you... The confusion is real. I've participated in the multiple offerings, RD mentioned, and I've been confused back and forth how this all fits. It's just in the past few weeks or month that it has started falling into place.

I've got my initial heavy (for my limited pockets) investment in ITUP, from ~3 years ago.
Cow Capital, acquired in a few different offering rounds.
Some direct investment in the verticals from a while back (cannot remember exactly when).
And now the subscription into the verticals based on the shares I hold in Cow Capital and ITUP.
Then there's also direct investment in Gold, that I think are going to be issued as tokens, so it's also its own thing. An asset, that can be traded.
The convertible.
And finally, the rice investment.

Looking forward to regaining some of the invested monies in form of the first (of many) CASH dividends! 💵

[_lance]

Great, thank you for confirming, RD, much appreciated.

[RealDutch]

Yes, all correct IMO.

[_lance]

Thank you for this spreadsheet, RD.

Just to confirm, based on your chart, but using different numbers, assume I have the following:

ITUP shares
2000 ITUP shares

IREEM/Cow Capital (purchased at $90 for 1 unit/600 shares)
6 units/3600 SPAC sponsor shares

To purchase the maximum amount of tokens I'm eligible for I would need to send:

ITUP shares
2000 * 3 = 6000 (number of ITUP shares * 3 verticals)
$60 (6000 * 0.01)

ITUP shares into IREEM
2000 * 0.04 = 80 (4% of stock quantity)
80 * 6.666 = 533 (6.666 shares)
533/3 = 178 (against 3 shares)
178*2 = 356 (2 tokens)
356 * 3 = 1068 (3 verticals)
$10.68

IREEM/Cow Capital (purchased at $90 for 1 unit/600 shares)
3600/3 = 1200 (for every 3 shares)
1200*2 = 2400 (2 tokens offered)
2400 * 3 = 7200 (3 verticals)
$72 (7200 * 0.01)

Total to send:
60 + 10.68 + 72 = $142.68

Then the dividend on 12/22/2023 would be:
6000 + 1068 + 7200 = 14268 (total tokens in example above)
14268 * 2/3 = 9512 (only 2 of the verticals are paying a dividend in December of this year)
0.075 * 9512 = $713.4

Could you please confirm the above is correct?

Thank you again for all your help.

[RealDutch]

ITUP shareholders own the operations of ITUP. Including Cow Capital and the planned SPAC's. As well as Masala Capital. Masala Capital (as the registered investment advisor) will also generate revenues from the activities of the vertical companies. And ITUP will list on a senior exchange in Q4 next year or Q1 2025 (see email)

On top of that, you are being offered the opportunity to acquire a certain number of vertical shares for $0.01. As explained.

On top of that, the company has offered IREEM/Cow shares many times these past 1-2 years. I count at least 6 or so offerings where ITUP shareholders could have acquired the shares for rock bottom prices. There was even a direct offering into the vertical companies if I am not mistaken. So yeah, the people who invested in those offerings will do very well... And there are many ITUP shareholders here who invested heavily.

Laxmi mentioned $100 billion valuation in his email. Twice, even. Make no mistake about it. It's possible. If we can get financing for the first 2 projects in Nigeria (Aquaculture and Palm) then Masala Agri Corp (vertical 2) could easily be worth $10/share already. On just 2 projects. And we have 20+ of those projects planned in the next 5 years. And as I explained earlier, Masala Capital will also book revenues and profits from these developments. But you probably want to get as many vertical shares as you can for $0.01. Because you still can, before december 5.

[karlacorn3]

Ok...revelation. So common ITUP shareholders who've bee vested for some years get nothing, despite the many promises of a return on ITUP.... That has not been clear for many. This I know because I just had a call with a few....

K (SMH)

[RealDutch]

The dividend is not paid by ITUP. The dividend is paid by the vertical companies. So if he doesn't acquire the vertical shares for $0.01 then he will not own any vertical shares (in principle). And there will be no dividend.

Look here. The vertical companies are separate. It's not a spin-off. It's not a stock dividend. ITUP doesn't have a stake. So they can't give the vertical shares away for free. But they can offer them for $0.01 per share to people who are "involved". Meaning, the ITUP and Cow shareholders. But only before they start generating revenues and profits. That is why the price will go up quickly to $0.50 and $1.00 early next year. You want to get them for $0.01 now though, before december 5.

[karlacorn3]

So if Fedel does not pay the .01*3*30325, then his dividend on the 22nd will only be on the 25,748 original ITUP shares? ... and Fedel owns none of the "will give you 25748 vertical shares (directly)?

K

[RealDutch]

Why don't you follow the example I did for Fedel, and input your own numbers. Should be very simple.

For the people who also subscribed for IREEM/Cow shares, they know how many extra cow shares they subscribed for. And they get an additional 2 vertical shares for every 3 of those Cow shares.

The important thing is to do it quickly now, and wire the money. You don't have a lot of time.

[RealDutch]

Ok, but I can't post excel sheets on IHUB. Only pictures.

The numbers are still the same. So the one I posted will have to do.

[karlacorn3]

I think the confusion is in the conflating of everything in one long body of text. I suggested several times, and you said you would create a simple interactive model that allowed shareholders to see their options/opportunities disparately, e.g. My ITUP shares held as the input. Then the output showing what I own, what I have option to purchase, etc. I'm certain you guys find this as second nature because you're creating it. There are frequently numerous questions because of the the conflation of varied options, scenarios, and definitions of ownership.

As for me, I'm still not 100% clear. I would wager that I'm not alone.

Thanks
K

[palaypu0406]

I am not sure, if $0.01 is considered point of confusion but yes, that nominal amount gives the subscription or the issuance itself will be treated a bonus, which we do not wish to do...

[karlacorn3]

Point of confusion. So ITUP share holders will be given/granted 1:1 vertical positions but they have to pay to own them?
K

[palaypu0406]

I am emailing the revised one...

[RealDutch]

I think I already have it. Assuming there is no later version.

[palaypu0406]

I will share an excel with RD for him to upload here for everyone's convenience...

[RealDutch]

1) 25748 ITUP shares will give you 25748 vertical shares (directly)
2) will also give you 25748 x 4% / 0.15 = 6866 Cow shares (through IREEM)

You get 2 vertical shares for every 3 Cow shares
2/3 x 6866 = 4577 vertical shares.

Total vertical shares = 25748 + 4577 = 30325 vertical shares (of every vertical company)

You have to pay before december 4, for vertical 1+2+3 (gold, rice, food carts)
30325 x $0.01 x 3 = $909.75

You have to pay before jan 16, for vertical 4+5 (plane seats, whiskey)
30325 x $0.01 x 2 = $606.50

Vertical 6-9 is due some time next year.

If you subscribed for IREEM/Cow shares independently, you have to add those vertical shares as well.

Check the numbers yourself, using the company email that was sent yesterday. I am not responsible if I provide the wrong information.

As I said before, you have to send an email to [e-mail] and ask, then they will send you wire instructions.
Do it today, to be safe. There is a lot of money at stake.

[Fedel]

Good afternoon. Please tell me. I own 25,748 ITUP shares. What is the amount of my contribution and where should I transfer the funds? Because there is a lot of information and I’m just confused in all of this! Thank you in advance!

[palaypu0406]

Yes RD, and I will ...

[RealDutch]

You have to send an email to [e-mail] and ask for the wiring details. I think they are using a different bank now.

[snow]

Dear Laxmi,
I will after all try to transfer the money involved this week after having sold some Norwegian shares, since I think my Norwegian bank has registered the relevant information so that I will just have to provide a new sum of money and some information about the purpose of the transfer.

[snow]

Thanks Laxmi,

It is too complicated for me to do it so fast, but I think I will do it before the end of February even if it somewhat expensive when it comes to the reduction of the first cash dividend. After all I look forward with excitement to the first cash dividend.

[palaypu0406]

Yes, Snow -- You are entitled for 6,024 additional shares in each vertical - For this you would have to pay $60.24 per vertical (6024x $0.01) additionally before the 4th of December 2023.