H-D International Holdings Group (HDIH)

[Don Beasley]

SEC and Related Filings

While a traditional IPO would require registration pursuant to the Securities Act of 1933, as amended, no such registration is required of shell companies undergoing a reverse merger. However, shell companies must report the transaction to the SEC by filing “Super” Form 8-K. The resulting company will no longer be private, so it will be “subject to Sarbanes-Oxley compliance, corporate governance issues and other public company issues. These obligations will be greater if the company is listed on a national securities exchange.” Once public, it will “be subject to several, and ongoing, time-sensitive filings with the SEC and will thereafter be subject to the disclosure and reporting requirements of the Securities Exchange Act of 1934, as amended.” Finally, officers, directors, and 10% shareholders must make certain filings—“primarily Section 16 filings (Forms 3s)” “primarily Section 16 filings (Forms 3s)”—in conjunction with the transaction.

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