H-D International Holdings Group (HDIH)

[Don Beasley]

The SEC stated: Rule 144

It is our view that, both before and after the [reverse shell merger], the promoters or affiliates of blank check[12] companies, as well as their transferees, are “underwriters” of the securities issued. Accordingly, we are also of the view that the securities involved can only be resold through registration under the Securities Act.
*Based on the Worm Letter, it is not possible ever to use Rule 144 to create a public float without a registration statement.

Carter Ledyard & Milburn LLP Publications