Tuesday, March 17, 2026 11:13:05 AM
There's more to this plan to do a RS and wipe out the legacy shareholders. Referencing this post I made discussing the plan in their Form 10:
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=177403247
Further into the document, in the Master Sales Agreement, there's this (page 90 of the Form 10 PDF)
3.5. No Issuance of RNWF Common Stock at Initial Closing. The Parties acknowledge that no RNWF common stock shall be issued at the initial closing of the Transaction except as expressly provided in the Share Exchange Agreement. Any equity consideration payable to Kepler shall be issued only in accordance with the definitive terms negotiated between RNWF and Kepler and memorialized in the Share Exchange Agreement.
3.6. Capital Structure and Post Closing Alignment. RNWF shall take all actions reasonably required to align its capital structure with the Transaction, including implementing any reverse stock split, preferred share designation, or other corporate action contemplated by the Share Exchange Agreement. RNWF and Kepler shall cooperate in good faith to ensure that the capital structure of the combined company reflects the ownership and control percentages agreed in the Share Exchange Agreement.
That nails it down. They plan to do a RS (1:100 by my math) to turn the 3B shares in the O/S today into 30M shares. Then they'll issue the 240M shares to the owners of Kepler. They'll own roughly 90% of the company, the shares trading today will own 10%, which makes some sense when you consider the owners of Kepler had 100% ownership before the transaction. But then they plan to do a capital raise of $50M, so that means they're going to turn around and sell stock through an offering.
These guys are seeing the billions being invested in fusion research and have it in their head they can bluff their way into $50M just by claiming they're doing research, too, and if that predictably fails, they'll still have 100's of millions of shares to dump into the market after a RS.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=177403247
Further into the document, in the Master Sales Agreement, there's this (page 90 of the Form 10 PDF)
3.5. No Issuance of RNWF Common Stock at Initial Closing. The Parties acknowledge that no RNWF common stock shall be issued at the initial closing of the Transaction except as expressly provided in the Share Exchange Agreement. Any equity consideration payable to Kepler shall be issued only in accordance with the definitive terms negotiated between RNWF and Kepler and memorialized in the Share Exchange Agreement.
3.6. Capital Structure and Post Closing Alignment. RNWF shall take all actions reasonably required to align its capital structure with the Transaction, including implementing any reverse stock split, preferred share designation, or other corporate action contemplated by the Share Exchange Agreement. RNWF and Kepler shall cooperate in good faith to ensure that the capital structure of the combined company reflects the ownership and control percentages agreed in the Share Exchange Agreement.
That nails it down. They plan to do a RS (1:100 by my math) to turn the 3B shares in the O/S today into 30M shares. Then they'll issue the 240M shares to the owners of Kepler. They'll own roughly 90% of the company, the shares trading today will own 10%, which makes some sense when you consider the owners of Kepler had 100% ownership before the transaction. But then they plan to do a capital raise of $50M, so that means they're going to turn around and sell stock through an offering.
These guys are seeing the billions being invested in fusion research and have it in their head they can bluff their way into $50M just by claiming they're doing research, too, and if that predictably fails, they'll still have 100's of millions of shares to dump into the market after a RS.
I swear I’ll never use the phrase “you can’t make this stuff up” ever again after being on the OTC. Apparently you can.
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