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Monday, June 20, 2022 12:11:37 PM
SUB - RSAMMD Acquisition LLC (No assets)
PARENT - RSAMMD (Has all the assets)
RM TARGET - TXTM
Subsidiary mergers are explained in this link. The purpose of a 'subsidiary merger' is to protect the buyer from the liabilities of the target company. The buyer is RSAMMD.
https://corporatefinanceinstitute.com/resources/knowledge/deals/subsidiary-merger/
After the SUB merges with TXTM, it then transfers the shell to RSAMMD (it's two simple journal entries on each entities books). Thereafter, the SUB is liquidated and all of RSAMMD's assets and liabilities (if any) are rolled into the TXTM's shell. POOF, deal is finalized.
As far as Item 3 on the 'Change of Control' filing requesting a "Description of Assets Acquired" there obviously are NONE because the SUB never had any. Therefore, "not applicable" is the appropriate answer. The SUB was created in Jan 2022 and will be liquidated shortly thereafter (for reasons stated above).
https://www.otcmarkets.com/otcapi/company/financial-report/337759/content
Lastly, what does TXTM get? They get control shares which control RSAMMD assets.
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