H-D International Holdings Group (HDIH)

[Stock Farmer]

I sure hope they reverse merge into TRKG, because that's what we're invested in.

If they bypass the OTC with a S-1 registration, then where would Tracking come into play?

An APO is a reverse merger with a simultaneous PIPE. My understanding is HD International Holdings Group is merging into The Tracking Corporation to become a US publicly traded company, which will serve as a stepping stone to list to an exchange like NASDAQ.

If the company skips the OTC and lists straight to NASDAQ it's called an IPO. That's not the case here as we are supposedly an APO.

An APO uses the reverse merger as the vehicle for the private company to become public by essentially filling the shell of the public company with assets, business and a new board of directors from the private company (which BOD we have already seen).

An APO still takes several months to take effect. They will need to do a SEC registration, like the Form 10 and supply 2-3 years of financials as I remember. During this process, HD International will be trading in Tracking's shoes.

If they want a new name and ticker, they will need to meet FINRA'S requests which would almost certainly include being current, since RM companies are highly scrutinized. I don't believe that would require all the filings missed over the years, but it could. FINRA is fickle and unpredictable on what info they will require.

I expect a new name and ticker in association with the reverse merger so HD International isn't under the Tracking company name. HD International Holdings Group has put in too much time, effort and money in building their name recognition. They won't use "The Tracking Corporation".


Once the name and ticker changes and any other corporate actions related to the reverse merger are complete, they will release the 8K (Super 8K) and complete the Form 10 registration. They will release a PR at this point as well.

From wiki:

An APO is a quick transaction compared to an initial public offering (IPO). At the closing of an APO, the public shell and private company sign merger documents to complete the reverse merger; file a 8K with the Securities and Exchange Commission (SEC), which is the required public disclosure of transaction; file a registration statement with the SEC to register the PIPE shares; release PIPE funds from escrow; and issue a press release announcing the completion of the transaction. The company’s stock now begins trading on the OTCBB, reflecting the new valuation.

A company can close an APO in as little as 30 – 45 days. After the close of an APO, the company is funded and has exactly the same SEC disclosure requirements as an IPO. Approximately 3 to 4 months after the completion of the APO, the company’s registration statement should clear comments and “go effective” with the SEC. When this is accomplished the company can then submit its application to obtain a listing on NASDAQ, AMEX, or NYSE. Listing approval for the exchanges typically takes about one month. At this point analyst research coverage begins and the company focuses on IR efforts, non-deal roadshow, conferences etc.

The disclosure process as a SEC reporting company will also include SEC 10 filings (10-Ks and 10-Qs), which will contain the consolidated financial statements of all subsidiaries of the Holding group.

Finally after the registration, there is a final step of about a month to obtain the NASDAQ listing.

APO Process
30-45 days - complete APO(60-90 days more likely IMO). This includes name and ticker change with FINRA.
3-4 months to clear SEC comments.
1 month to obtain NASDAQ listing. Until then HD International will be on the OTC as The Tracking Corp.


All IMO.