The increased AS allows current insiders to dilute stock to get their payment out and it allows for the conversion in the RM. After the RM the OS is way to high, based on the newly formed company revenues, to pull the PPS off the floor or to generate investors so a RS is executed to reduce the OS and to increase the PPS. The increased PPS is used as the temptation for new investors to fund the new company (which does not generate a profit).
If you disagree, feel free to explain what the PPS would be of this new entity with 5 Billion OS and no profits.
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