I'll try.
One of the things that has to be kept in mind is the distinction between ownership shares and and their value as voting shares...they make the numbers a mess. Try and follow my highlights.
1.Bold phrases are talking ownership:
"All of the common stock of Hydra will be exchanged for 1 million shares of iVoice Series A Preferred Stock with each such share having super-voting rights equal to 10,000 votes for every one vote granted to iVoice Class A Common Stock and each such share being convertible, at the holder's option, into 153.5 shares of Class A Common Stock."
You ask:
"2) Aggregate number of securities to which transaction applies:
153,500,000 (is this the total number shares that hydra will have, or just the stakeholders from the ARSC side?)
153,500,000 is the number of Class A common Ivoice shares that the Hydra (ARSC) holders will OWN IF they convert their IVoice Series A preferred into Ivoice Class A common. It represents OWNERSHIP of 2.4% of the iVoice Class A Common Stock shares outstanding (6,265,563,493).
Read the entire sentence and the answer should jump out at you. They use "would " because it is only true if all the Class A preferred is converted into common. I HAVE NOT evaluated why one would or would not perform a conversion, nor have I done anything to try and ascertain the value of an unconverted preferred share, if any.:
Based upon the present number of iVoice Class A Common Stock shares outstanding on the date hereof, 6,265,563,493 shares, the Hydra shareholders would (as opposed to "will hold?") hold 2.4% of the total outstanding Class A Common Stock shares should all of the iVoice Series A Preferred Stock be converted into Class A Common Stock shares.
2. Bold phrases refer to voting
"At the time of the merger, ARSC will have majority voting control of IVOI."
"All of the common stock of Hydra will be exchanged for 1 million shares of iVoice Series A Preferred Stock with each such share having super-voting rights equal to 10,000 votes for every one vote granted to iVoice Class A Common Stock and each such share being convertible, at the holder's option, into 153.5 shares of Class A Common Stock."
If the IVoice preferred were NOT converted by the Hydra recipients, they would be equal to 10billion shares of common, for voting purposes, in any election based on the common. So a vote of all the common shares would be a potential total vote of 16,265,563,493. The Hydra holders, assuming that they DID NOT convert their IVoice preferred into IVoice common, would be able to vote 10,000,000,000 shares of that, or 61.4%....hence they hold voting control.
So, if the preferred is converted into common the Hydra holders end up owning 2.4% of the common A shares. If it isn't, the preferred provides 61.4% of the voting power of the common A shares.
That's the way I understand it anyway. It doesn't make sense to me. I hope it makes sense to you. With all due respect, there is only one reason that companies that, for all intents and purposes have nothing to offer in the way of a legitimate business, make deals that are too difficult for us to understand. It's to make people think that there is something of value in a transaction that does not actually have any value. When products and services are replaced by convoluted share transactions as company priorities you're already in the crapper. Analysis of such transactions is a wasted effort. Investing in such things is foolhardy. The first minute that a company that you own shares in does something that you do not understand should be the last minute that you own the shares. In good conscience I can't help saying this stuff, even though you obviously know it already. Right?
Sorry.......
I'm always available to try and understand the finances of a real business.
As always, Good Luck!
I'm tryin ta think but nuttin happens......Curly
