I don't really have an answer for that. If they're an OTC company, they still have to file a corporate action request with FINRA. They'll also have to get a ticker for the spinoff from FINRA, and file a 211 for it.
I'm not 100% sure, but I think they'll find it doesn't work the way they think it does. But have you read the S-1? Maybe it's clarified there.