Technicality. It was a shell 2 months before the acquisitions and would have been a reverse merger. These are completely non-cash book entries.
Some would have you believe it's not a big deal probably because if you call say Withum and ask them if it's a big deal, they would laugh you off the phone.
There was no fraud -- all of the numbers came from a very real place. Reverse merger accounting instead of acquisition accounting. TECHNICALLY it was an acquisition instead of a reverse merger even though we all know it was a shell 2 months before the the acquisition announcements. They were errors on paper, but zero fudging of numbers. Wrong method but correct numbers.