KeyOn Communications Holdings, Inc. (fka KEYO)

[lesnshawn]

Popt: Yes.

An RTM is a stock swap deal, no cash is traded.

YES. This is what the Forbes article and everything else on RTM's teaches because that's how RTM's work.

However, at least 80% of the consideration must be paid in voting common or preferred stock of the acquirer...

CORRECT

So if Nantworks is worth $10 billion and KEYO pays $8 billion in stock consideration, KEYO is short $2 billion which must be paid is cash and assets by KEYO to Nantworks shareholders.

WRONG. That is a 100% completely incorrect interpretation of how a RTM works. There is no need for it to be a 1:1 exact size fit. The post merger share structure is adjusted by various means to cover whatever necessary and will affect the O/S as well as the A/S.

So that leaves the Reverse Merger crowd w/ no question as to where Dr.SS came up w/ the means to make this happen and no cash will be involved. It's all stock. He gives up his NW shares for KEYO shares and they become NANT shares w/ a new share structure because that's the way a RTM works. He can do this all w/ no shareholder vote. And, it's all him. He'll be swapping w/ himself. He owns over 30MM shares of KEYO. That will go a long way to making him billions while keeping complete control of everything he's built in the process.

lns