H-D International Holdings Group (HDIH)

[Don Beasley]

Registrations

There are several ways to accomplish a registration of the shares issued in a reverse shell merger. First, the issuance of the shares of the Public Shell could be registered in a registration statement on Form S-4. If the parties have concluded that a proxy statement must be filed to accomplish a necessary capital structure change in the first place (see above III.1.(b)), such proxy statement under cover of Form S-4 can at the same time also serve to register the shares to be issued in the merger. We have already explained that this will be a time consuming and expensive process.

Second, if the closing does not require a capital restructuring of the Public Shell and therefore a proxy or information statement is not necessary, and Regulation D or S is available for the issuance of the shares, the merger could close without any SEC filing being required. To create a substantial public float, however, the resale of the shares issued in the merger would have to be registered.

And Again... To create a substantial public float, however, the resale of the shares issued in the merger would have to be registered.

Carter Ledyard & Milburn LLP Publications