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Re: sunspotter post# 399580

Friday, 09/29/2023 5:15:19 PM

Friday, September 29, 2023 5:15:19 PM

Post# of 403218
This statement actually debuted in the LAST 10-K:
"We may elect to deregister our common stock under the Exchange Act and suspend our reporting obligations. Such deregistration and suspension would result in less disclosure about us and may negatively affect the liquidity and trading prices of our common stock."

In yesterday's filing he fleshed it out quite a bit, adding the following paragraph:
"Due to the relatively high cost of being a public company in the United States and our limited resources, our Board of Directors may elect to voluntarily deregister our Class A common stock under the Exchange Act and suspend our reporting obligations with the SEC, possibly in combination with beginning to satisfy the alternative reporting standard of the OTC Markets to continue the quotation of our Class A common stock on the OTC Pink. No Board approval of deregistration has taken place, but in the future, the Board may authorize the Company to file with the SEC a Form 15 to voluntarily deregister our Class A common stock under Section 12(g) of the Exchange Act and suspend our reporting obligations under Section 15(d) of the Exchange Act. If the Board approves such deregistration, we would file a Form 15 and our obligations to file periodic reports, such as annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, would be suspended immediately upon the filing of the Form 15 with the SEC, and our proxy statement, Section 16 and other Section 12(g) reporting responsibilities would terminate effective 90 days after the filing of the Form 15. Following any such deregistration and suspension, we would not expect to publish periodic financial information or furnish such information to our stockholders except as may be required by applicable laws or, if the Board so elects, as part of the alternative reporting standard of the OTC Markets, which requires companies to provide less information compared to the requirements under Section 13 and Section 15(d) of the Exchange Act. As a result of the foregoing factors, deregistration may result in less disclosure about us and may negatively affect the liquidity and trading prices of our Class A common stock."

Could anyone think that this level of explanation was based on some newfound urge to educate investors? It should be noted that it was not a required disclosure and was made voluntarily. The standards required to deregister have already been met and a Form 15 could be filed at any time.

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