Spongetech Delivery Systems, Inc. (fka SPNGQ)

[loanranger]

An IPO would require a registration, yes. However in this case the registration would not be for a newly listing company but rather to raise capital via the sale of shares of an existing company. There are several types of registration forms applying to different types and sizes of companies:
http://www.sec.gov/about/forms/secforms.htm

By way of example, this SB-2 was filed by Madero, GFGU's predecessor, in 2007 for the issuance of 4,320,000 shares @ $.005/share.
http://www.sec.gov/Archives/edgar/data/1398667/000116552707000338/g1778.txt

It's my understanding that, if GFGU were to try to sell common shares on the open market via this type of offering, the 5million+ shares in question could be added (piggy-backed) onto that registration filing, resulting in their no longer being restricted and hence freely tradable. In fact, if I may be so bold as to hazard a guess, I wouldn't be surprised if an offering wasn't already on someone's mind when the deal was struck. Otherwise, what's the value to the restricted shares? We'll see.