Millennium Cell Inc (MCELQ)

[HokieHead]

Weekend DD, possible incoming merger..

Looking back at the possible owner of the shell points to an Adam Briggs. From the 8K filed in 2008, one of the last ones, they stated:

To assist it in implementing the liquidation plan, the Company has engaged the services of a company formed by Adam Briggs, former President of the Company, to market and make recommendations to the Board with respect to the sale of the Company’s asset and other matters related to the winding up of the Company. As approved by the Board, the liquidation plan contemplates that the Company will file for Bankruptcy within the next 30 days.

Now step in to 2020, almost 12 years after the ticker once trading at $20 and on the big boards, has been brought back to life, someone completed a Form 211 for this Delaware company to get it trading again, back on the pinks for starters. Who could that be? All debts and obligations have expired on the ticker and whoever steps in could most likely still take advantage of the NOLs with the company, those have not expired yet.

Here's a great read on why the ticker could be valuable and who would be interested:

https://seekingalpha.com/article/2541945-the-importance-of-nol-shells

There are two main ways to win with NOL shells. The first is the most obvious; acquire a business with taxable income to offset your NOLs. The second is being acquired by another (private) company, in other words, a reverse merger. The two main reasons to go public through a reverse merger are that it is faster and cheaper than a traditional IPO. Both of these transactions should sufficiently compensate NOL shell shareholders.

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My DD points to a possible big company, Ambri Battery, which seems to be ready to become a public company.

In steps Adam Briggs again, he is currently CCO with Ambri:

https://ambri.com/company/#adam-briggs

Looking a little deeper in to Ambri, they have completed late stage D venture funding which pretty much sets the stage for them to either IPO or Reverse Merge in the very near future.

A year ago they did an equity raise for over $17 million and it was all sold:

https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001550898

I find it interesting that almost an exact year of the SEC regulatory filing for Ambri, MCEL comes off the greys to pinks. Someone (Briggs?) has plans for the ticker?

Ambri had raised more than $70 million in venture capital from investors KLP Enterprises, the family office of Karen Pritzker and Michael Vlock, Building Insurance Bern, Khosla Ventures, Bill Gates and French energy giant Total.

https://www.crunchbase.com/organization/ambri#section-overview

https://pitchbook.com/profiles/company/54537-94

Early Stage A (2010): $4 million - Bill Gates/Khosla Ventures
Early Stage B (2012): $15 million - Bill Gates/Khosla Ventures/Total
Later Stage C (2014): $35 million - Bill Gates/Khosla Ventures/KLP/Bern
Later Stage D (2018): $17 million - Not listed

By the time you get to Stage D funding (2018 here) the company is usually set to come public in some way.

Another tidbit given in this 2018 article is that 2020 is the year things get started for Ambri, Briggs all throughout this article:

https://www.greentechmedia.com/articles/read/ambri-is-still-alive-and-chasing-its-liquid-metal-battery-dreams

Some bullets:
-the company now is aiming to ship its 10-foot cube commercial units in 2020 for proof-of-concept field deployments
-If all goes as planned and no new engineering surprises appear, Ambri will have a chance to prove that in the dawn of the 2020s.

4 months ago Ambri completed a deal with NEC to develop energy storage systems, the joint development program is already underway and included delivery of Ambri cells to NEC in the fourth quarter of 2019.

https://ambri.com/2019/09/nec-to-develop-energy-storage-systems-with-cells-from-ambri-inc-2/

Ambri business is taking off beginning in 2019/2020:

https://ambri.com/business/

And they are currently hiring a ton of positions which signals growth:

https://ambri.com/company/#careers

Looking at MCEL’s share structure the last few filings had about 76 million shares outstanding from March 2008 and authorized on the last 10Q was 120 million so trading at $0.01 would value this at about $750,000-$1 million. There’s a reason MCEL came off the grey’s to the pinks, someone has plans for the ticker.

If it is indeed Briggs and Ambri there could be monster move coming here. Crunchbase shows from 2014 a post-money valuation in the range of $100 million to $500 million. Companies are finding it's cheaper, faster, and more efficient to come public through a reverse merger versus an IPO as the VC's have more control over the equity stake.

The DD presented is all imo.