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And I'm back...from outer space...
Sup Backstabbed
Reminder to all: markets closed on Monday.
Not sure if Vert would take advantage of a short trading week/long weekend.
$D$
Great DD man. Thanks, I'll buy more.
SPCL will likely release financials March 31st.
$D$
Bloomberg has listed the merger for months, as in that small box in the corner. What is new about this? Am I missing something?
$D$
Holding strong.
My guess is that is incorrect.
Vert is annoyed with how tight shares are being held and fears that too many people will sell the news and take significant gains when revenues meet our expectations and the PPS shoots to .10 plus. Thus, they are likely preparing financials, RS, and CUSIP change to all occur sequentially to keep investors motivated to hold shares to keep eyes on the longer gains.
The RS is intended to not only allow PPS to reach NASDAQ minimum, but to decrease volatility. Neil and Company are anticipating more volatility than they want.
This is just plain old common sense. They will release information when it's least ideal. Probably March 31st we will get an NT-10K, well after all the weaker hands have opted out because they believe in this 30-day leeway nonsense.
$D$
I believe this is very relevant information that is being overlooked:
I believe SPCL was target to be the ticker host because SPCL was never technically a shell company. Since SPCL was never a shell, this reverse merger (by definitions described below) is technically not a reverse merger in the eyes of NASDAQ, thus they do not need to wait one year to uplist. We all wonder...why SPCL...why buy out another company for a bit extra...I think this is why.
In regards to uplisting:
(35) "Reverse Merger" means any transaction whereby an operating company becomes an Exchange Act reporting company by combining, either directly or indirectly, with a shell company which is an Exchange Act reporting company, whether through a reverse merger, exchange offer, or otherwise. However, a Reverse Merger does not include the acquisition of an operating company by a listed company satisfying the requirements of IM-5101-2 or a business combination described in Rule 5110(a). In determining whether a Company is a shell company, Nasdaq will look to a number of factors, including but not limited to: whether the Company is considered a "shell company" as defined in Rule 12b-2 under the Act; what percentage of the Company's assets are active versus passive; whether the Company generates revenues, and if so, whether the revenues are passively or actively generated; whether the Company's expenses are reasonably related to the revenues being generated; how many employees support the Company's revenue-generating business operations; how long the Company has been without material business operations; and whether the Company has publicly announced a plan to begin operating activities or generate revenues, including through a near-term acquisition or transaction.
A Company must apply for initial listing in connection with a transaction whereby the Company combines with a non-Nasdaq entity, resulting in a change of control of the Company and potentially allowing the non-Nasdaq entity to obtain a Nasdaq Listing. In determining whether a change of control has occurred, Nasdaq shall consider all relevant factors including, but not limited to, changes in the management, board of directors, voting power, ownership, and financial structure of the Company. Nasdaq shall also consider the nature of the businesses and the relative size of the Nasdaq Company and non-Nasdaq entity. The Company must submit an application for the post-transaction entity with sufficient time to allow Nasdaq to complete its review before the transaction is completed. If the Company's application for initial listing has not been approved prior to consummation of the transaction, Nasdaq will issue a Staff Delisting Determination and begin delisting proceedings pursuant to the Rule 5800 Series.
Shell company: The term shell company means a registrant, other than an asset-backed issuer as defined in Item 1101(b) of Regulation AB ( § 229.1101(b) of this chapter), that has:
(1) No or nominal operations; and
(2) Either:
(i) No or nominal assets;
(ii) Assets consisting solely of cash and cash equivalents; or
(iii) Assets consisting of any amount of cash and cash equivalents and nominal other assets.
Last Tweet was January 25th, 2017.
This fall to the .005s was very predictable, and will continue as long as we go without notice. My guess is we hit the bottom at .0048 on Wed (sorry KT, please don’t blast me and tell me I’m WRONG; it’s just a feeling, I'm in this stock for the win too).
We should be hearing something from management within the next two weeks. We could begin badgering Vert, emailing mike@vertcapital.com (the email address listed in the may 8k or trying other email addresses that may or may not exist), spamming the heck out of Michael Pope’s twitter or Neil’s LinkedIn. We also could begin emailing the former auditing company listed on OTC markets who will then probably forward our inquiries to the current (unknown) auditor, that’s basically what we did with the law firm we thought was handling the situation, brought to light by the one and only Q-Trader.
Badgering proved to be an effective method to get the last 8K. They may hate us for it, but whatever.
I think Watchful said it right last night that Vert is likely frustrated with the strength that these shares are being held, so we should all keep that up.
I agree with many in the notion that the negative posters are likely a few different people who are likely using a few different accounts. They will say iHub doesn’t allow multiple accounts (which is generally true, and determine using IP addresses of the aliases when posts or messages are submitted), but iHub admins have the power to exclude specific IP addresses from their detection software, which is how the users avoid getting automatic account shutdowns. Doesn’t take a genius to figure that out. I allegedly figured it out first hand through a series of experiments that I may or may not have performed.
Also, look at Boxlight, PKGM, an SPCL filings. When news is released it will likely be after market around 5:30 PM.
This is my one post of the day allowed by the fair and generous admins.
Holding my shares with a death grip.
SPCL/PIXL
$D$
There is a timeframe for a 2016 10K. 90 days from end of fiscal year for a non-accelerated filing company. Fiscal year ended Dec 31st.
Try again.
You aren't going to win this argument. Facts are against you.
They are still in this range, +/- 30 days from Jan 31st, It's Feb 4th.
That's 4 days.
4 < 30.
#numbers
Honestly they said "anticipated" on or about Jan 31st, so even if the 30 days was/is legit, the "anticipation" frees them from that.
There is no timeline, other than when the 10K is due, which is March 31st, where they could then file an NT-10K and release financials on April 14th.
That's my expectation and I won't sell a share until then.
You need to visit the location of vert as well
the pico address or whatever it is
Yes, I'm aware Vert's website is up...
That's not what I was pointing at though. Don't know why, could be due to boxlights ipo, could be for an update regarding their mediocre site, IDK.
Deal is still on though.
VC2 website down: take it as you will
http://www.vc2capital.com/
Some of us longs believe they have been moved into Verts location
I FEEL it will happen as late as possible. Heck, they could even drag this out to March 31st when their 10-K would be due if they weren't already delinquent. They could then even file a NT-10K to wait until April, 14th if they really want to be poopie butts.
Seems to be up-to-date. Zoominfo seems to be a reliable source.
$D$
That's a lot of strong reasons. The kind of thing to put MONEY behind.
SPCL will come through.
$D$
Once again, rumor has it that I'm being let out today on good behavior...
$D$
Rumor has it I'm being let out tomorrow on good behavior.
Just a rumor though...
But these chicks don't even know the name of my band.
Do you want to be on my mixtape? Called Finz. Featuring Neelie Mcdealie the CEO of SPCL?
I think having a grandfathered ihubber would give it some boost. Kinda like featuring Beyoncé on a song or something.
$D$
I think this should be more of a rehabilitation board. Rather than jail.
Does anyone want to be on my mixtape titled SPCL FINZ?
It drops some time soon. Official date TBD (it's a surprise)
It's gonna be lit.
$D$
Will users subject to the Jailhouse be waterboarded under the new Trump administration?
Should i be concerned?
yeah agreed. they arent real
oooo good call
lol the 911 purchase. who's the joker
Lineitem, I agree, many have won and will win BIG here, due to the great level of concern by SPCL management.
he's killing us here.
Dude, our PPS does not matter until finz are released.
So don't worry about it. I barely watch this stock right now.
News could come after hours or in the morning anytime in the next 45 days.
Just stay patient.
IT'S LIT FAM
NEW MIXTAPE TITLED FINZ COMMMIN AT YOU SK LA FLAME EDITION
SHIIII GON BE ~~~~~FIRE~~~~~
PEW PEW PEW
by ya boisss $D$ and Neelie McDealie
TENTATIVE TRACK LIST
1) GOTTA LOTTA COMMAS (in my bank account)
2) 30 to $IXTY MILLZ
3) FINRA APPROVAL (featuring 14C-arrot gold)
4) JERRY (FEAT SWINGING RICHI THA KID)
5) RedSoxTimmy (feat. LIL' LINEITEM)
6) Moon Blasters
7) D-D-Distribution
8) Yield Sign BEGONE
9) NASTY NAZZZDACK PRESCOT
10) JAMEIS AND THE CRAB LEGS
HIGHLY ANTICIPATED MIX TAPE
GON BE PLATINUM NA MEEN LIL Bs
$D$
Like a cocoon to release our beautiful butterfly!
you own fully diluted common stock.
What, do you think they sold Vert a minority of the company?
Let's think before we blab.
Or it's public for all of us who can read to read:
(d) Holdings Capitalization. As at the date of this Agreement, (a) VC2 (as assignee of Vert Capital Corp.) is the record and beneficial owner of 25,950,000 outstanding shares of the common stock, par value $0.0001 per share, of Holdings (“Holdings Common Stock”) representing eighty-six and one-half (86.5%) percent of the outstanding shares of the fully diluted Holdings Common Stock1, and (ii) the former owners of all of the common stock of Pixel prior to February 12, 2015 collectively own an aggregate of 3,000,000 shares of Holdings Series A non-redeemable convertible voting preferred stock, par value $0.0001 per share (the “Holdings Preferred Stock”) that, upon conversion shall represent ten (10%) percent of the shares of the fully diluted Holdings Common Stock, before giving effect to any Holdings Common Stock issuable upon exercise of the Holdings Warrants referred to in Footnote 1 below.
BRING IT
Irrelevant.