Kgem,you are correct, SEC situation would have to be resolved one way or another. The problem is, even if they were exonerated, it doesn't guarantee they can get off of the greys.
A R/M with Vanity is just one of the alternatives they have.
In an R/M of this type, the initial shares we would receive may be restricted, but VanitySponge could issue a free trading stock divi, or even cash divi, to compensate shareholders for holding these restricted shares.
If you check Vanity's share structure, you will see it is considerably smaller than Sponge's, so shareholders will receive less shares of the new company than they currently own (remember SPNG wanted to do a Reverse Split before the investigation started). Once a R/M is completed, they can issue free trading shares as a divi, and still have a smaller share structure than Sponge currently has.
I only mention the restricted shares, as that is how it works when a company Reverse Merges into a shell. I'm not completely sure how it works when both companies involved have assets, and an ongoing business.
In any case, a deal could be worked out that would benefit all, but SEC problems need to be resolved, and behind them,as this would be the case no matter how they wish to get back to the OTCBB.
JMHO,
SpongeBath